Zhejiang Dun'An Artificial Environment Co.Ltd(002011) announced on the evening of May 18 that Gree Electric Appliances Inc.Of Zhuhai(000651) decided to terminate the planning of this agreement transfer and this tender offer, and the trading of the company's shares will resume from May 19.
According to the retrospective announcement, the company disclosed a week ago that the controlling shareholder Gree Electric Appliances Inc.Of Zhuhai(000651) planned to acquire 9.71% equity of Dunan shares held by Dunan Holding Group Co., Ltd. (hereinafter referred to as "Dunan holding"). 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 the above shares through agreement will trigger the obligation of comprehensive tender offer.
Gree Electric Appliances Inc.Of Zhuhai(000651) transferred 29.48% of the equity held by Dunan holdings in November 2021 and became the owner of Zhejiang Dun'An Artificial Environment Co.Ltd(002011) . Dunan holdings had promised Gree Electric Appliances Inc.Of Zhuhai(000651) that it would not transfer the company's shares held by Dunan holdings to a third party without prior notice and obtaining Gree Electric Appliances Inc.Of Zhuhai(000651) written consent. On April 28, without Gree's knowledge, Dunan holdings signed a share transfer agreement with China Zheshang Bank Co.Ltd(601916) Hangzhou branch and Zijin investment On the evening of May 15, Zhejiang Dun'An Artificial Environment Co.Ltd(002011) 5, it was announced that Zhang Zhouhu was appointed as Zhejiang Dun'An Artificial Environment Co.Ltd(002011) vice president and board secretary. Zhang Zhouhu was previously the representative of Gree Electric Appliances Inc.Of Zhuhai(000651) certificate.
unaware of the equity transfer
The announcement shows that according to the notice of Gree Electric Appliances Inc.Of Zhuhai(000651) on the disposal of 9.71% shares of Zhejiang Dun'An Artificial Environment Co.Ltd(002011) , Dunan Holdings has made a commitment to Gree Electric Appliances Inc.Of Zhuhai(000651) and shall not transfer the shares of Dunan holdings to a third party without informing Gree Electric Appliances Inc.Of Zhuhai(000651) and obtaining the written consent of Gree Electric Appliances Inc.Of Zhuhai(000651) in advance, except for centralized bidding, reduction of shares in block trading with uncertain trading objects or disposal through judicial channels.
In order to optimize the debt structure, Dunan holdings plans to package and sell some of its assets. The buyer Zijin investment is a Zijin Mining Group Company Limited(601899) subsidiary Zhejiang Dun'An Artificial Environment Co.Ltd(002011) 4 disclosed on the evening of April 29 that the target assets of the acquisition include: 100% equity of Jinshi mining at a price of 4.897 billion yuan Anhui Jiangnan Chemical Industry Co.Ltd(002226) 260 million shares, valued at 1.423 billion yuan Zhejiang Dun'An Artificial Environment Co.Ltd(002011) 89079400 shares (accounting for 9.71% of the total share capital of the company), valued at 652 million yuan; For example, the equity or property shares of some enterprises in Shansi are valued at 710 million yuan.
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 China Zheshang Bank Co.Ltd(601916) Hangzhou branch 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" Gree Electric Appliances Inc.Of Zhuhai(000651) believes 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-mentioned commitments made by Shield Security holdings to Gree Electric Appliances Inc.Of Zhuhai(000651) and the share transfer agreement.
After the transfer agreement and notice of transfer of shares of Hangzhou branch were informed of the transfer of shares and notice of transfer of shares of qiandun was issued by Hangzhou branch on September 202; and notice of transfer of shares was made and agreed by Hangzhou branch on June Gree Electric Appliances Inc.Of Zhuhai(000651) said in the notice that from May 7, 2022 to May 11, 2022, after several rounds of communication, Gree Electric Appliances Inc.Of Zhuhai(000651) clearly informed Dunan holdings and China Zheshang Bank Co.Ltd(601916) Hangzhou branch that the transfer of this Agreement may trigger a comprehensive offer.
Zhejiang Dun'An Artificial Environment Co.Ltd(002011) announced that during the suspension period, Gree Electric Appliances Inc.Of Zhuhai(000651) actively promoted the relevant work of this agreement transfer and 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 China Zheshang Bank Co.Ltd(601916) Hangzhou Branch 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.
key personnel changes
Before the takeover offer of Gree Electric Appliances Inc.Of Zhuhai(000651) failed, the personnel change of Zhejiang Dun'An Artificial Environment Co.Ltd(002011) aroused market concern.
Zhejiang Dun'An Artificial Environment Co.Ltd(002011) board personnel structure
Zhejiang Dun'An Artificial Environment Co.Ltd(002011) 5 on the evening of May 15, it was disclosed that Jiang Bing resigned as secretary of the board of directors due to work adjustment, and he still served as a director of the company after his resignation. The successor is Zhang Zhouhu, who has just resigned from Gree Electric Appliances Inc.Of Zhuhai(000651) as the certificate agent. The latter joined Gree Electric Appliances Inc.Of Zhuhai(000651) in July 2007.
Since taking office in November last year, Gree Electric Appliances Inc.Of Zhuhai(000651) has not dispatched senior executives to Zhejiang Dun'An Artificial Environment Co.Ltd(002011) and there has been no major change in the senior level of Zhejiang Dun'An Artificial Environment Co.Ltd(002011) directors and supervisors. The arrival of Zhang Zhouhu may strengthen Gree Electric Appliances Inc.Of Zhuhai(000651) 's voice and information advantage in the company.
For the termination of this tender offer, Zhejiang Dun'An Artificial Environment Co.Ltd(002011) said that the matter would not affect the normal operation and development of the company, and there was no damage to the interests of the company and minority shareholders. There was still great uncertainty about the follow-up arrangement of 9.71% shares of the company held by Dunan holdings.
