This time were completely out of action! The threshold of nearly $40 billion excludes investors like us, but it does not exclude the possibility of becoming secondary managers. Because for any large vendor, 40 billion yuan is not a small amount of money, need to continue to raise. On the evening of August 12, Li Ming (alias), head of a medium-sized institution who participated in the meeting of Gree Electric Intention Investors on May 22, told Xinjing News.
On the evening of August 12, Gree Electric announced that the Zhuhai SASASAC had agreed in principle to publicly solicit the transferees plan for the transfer project of Gree Electrics state-owned equity. If Gree Group refuses to accept the request of the intentional transferee for part of the shares and makes the request for part of the transferee, it shall be deemed not to make the request for transferee. If a consortium of two legal subjects is formed as the intentional transferee together, the minimum proportion of the transferee shares of any legal subject in the consortium shall meet the requirements of Shenzhen Stock Exchange Listed Companies. The relevant provisions of the Guidelines for the Handling of Transfer Business under this Agreement shall not be less than 5% of the companys total equity. At the same time, according to the transfer price of the announcement, the share transfer price will not be less than 39.857 billion yuan.
Several sources close to Gree said that this provision means that at the level of first-level managers, the transferee of Gree Electric Appliances will be a single entity or a consortium. The transferee needs to take the transferees equity as a whole. Gree Electric Appliances will not become a company without actual controller to avoid over-decentralization of equity.
The 15% equity transfer price of Gree Electric Appliances is not less than 39.857 billion yuan.
On the evening of August 12, Gree Electric issued an announcement updating the progress of equity transfer. The State-owned Assets Supervision and Administration Commission of Zhuhai Municipal Peoples Government has agreed in principle to the scheme of publicly soliciting transferees for the Gree Electric State-owned equity transfer project.
The announcement shows that Gree Group, the controlling shareholder of Gree Electric Appliances, intends to transfer its 902359632 shares of Gree Electric Appliances through public solicitation of transferees, accounting for 15% of the total share capital of Gree Electric Appliances. The nature of the shares is non-restricted legal person shares, and the transfer price is not less than 45.67 yuan per share. On August 6, 2019, Gree Electric Appliances implemented the rights and interests allocation in 2018, that is, the dividend is 15.00 yuan per 10 shares. The share transfer price is adjusted to not less than 44.17 yuan per share according to the above-mentioned items.
According to the announcement, Beijing News reporters estimated that the 15% share transfer price of Gree Electric Appliances was not less than 39.857 billion yuan.
Increasing Mixed Reform Efforts Head Private Enterprises Are Competing
The announcement said that the implementation of the public solicitation and transfer of shares may lead to changes in the controlling shareholders and actual controllers of the company. Collection conditions show that if Gree Group refuses to accept the request for part of the shares transferred by the intentional transferee and makes the request for part of the shares transferred, it shall be deemed not to have made the request for part of the shares transferred; if two legal entities form a consortium together as the intentional transferee, the minimum proportion of the shares transferred by any legal subject in the consortium shall meet the Shenzhen Securities Exchange. The relevant provisions of the Guidelines for the Handling of Share Agreement Transfer Business of the Listed Companies of the Exchange are no less than 5% of the total share capital of the company.
The announcement also mentions that the transferee needs to meet the following conditions: to improve the quality of listed companies and maintain the sustainable and healthy development of the company. The transferee who is in favor of promoting Zhuhais economic and social development has the resources to promote Zhuhais industrial upgrading or industrial integration, the ability to import effective strategic resources, the willingness to contribute to Zhuhais economic development, and the ability to put forward specific and effective measures or programs.
The source said that at present, several head private enterprises or capital are competing fiercely. The purchase price of nearly 40 billion yuan is a high threshold, excluding most investors who participated in the last time, but not excluding the Re-public capital raising of the head consortium, which participated in the small and medium-sized investment institutions intended to be transferred before. Secondary participation.
Who will be the real receiver?
So, will the actual controller of Gree Electric in the future be the 25 institutions that attended the investorsmeeting on May 22?
In response, many investors involved said that the probability is a combination of the above 25 institutions, but it does not exclude the participation of larger private enterprises.
Since the announcement of change of ownership was issued in April, every move about the control right of Gree Electric Appliances always affects the market nerve. On May 22, Gree Group held a meeting of intentional investors, which aroused great concern in the market. According to the announcement issued after the meeting, the investors included 25 institutions, including Houpu Investment Management Co., Ltd., Beijing Baidu Netcom Technology Co., Ltd., Shenzhen Windsor Capital Management Co., Ltd., Temasek Holdings-Tehran Investment Consulting (Shanghai) Co., Ltd., Gaolu Capital Management Co., Ltd.
In the announcement, Gree Electric said that the selection conditions and specific plans of the transferee will be determined around the objective of the mixed modification of Gree Electric Appliances. According to the principles determined by Zhuhai Municipal Government and SASAC, this mixed transformation of Gree Electric Appliances will introduce effective strategic resources to Gree Electric Appliances, and achieve the goal of further improving the governance structure of listed companies and promoting the healthy, rapid and high-quality development of Gree Electric Appliances.
On April 1, Gree Electric announced that the controlling shareholder, Gree Group, is planning to transfer some of its shares in Gree Electric, which may involve changes in the companys control rights. On the evening of April 8, the mystery of the change of ownership of Grees control rights was unveiled. The company announced that Gree Group intends to transfer 15% of the total equity of Gree Electric Appliances through public solicitation of transferees. After the transfer is completed, the controlling shareholders and actual controllers of Gree Electric Appliances may change. On the evening of May 14, Gree Electric announced that Gree Group is studying and formulating specific plans for public solicitation and transfer in accordance with the requirements of relevant laws and regulations, and the work is progressing in an orderly manner.
Nowadays, intentional investors are gradually emerging, so who is the potential takeover Party of Gree Electric Equity? Will a 15% stake in Gree Electric be taken over by one company or by multiple companies? Who will be the actual controller of Gree Electric Appliances in the future?
More like a bottom-up intentional investor meeting
At 3 p.m. on May 22, Li Mingzao, a medium-sized institutional investor, entered the venue early. He signed in at the entrance of the venue and submitted his name, organization name and ID card number. According to the discipline, there are at most two participants in each organization. Some organizations have three or more participants. Only two participants are allowed to enter. The rest are not allowed to enter the venue.
In order to participate in the investorsmeeting, Li Ming called Gree Group on the second day after the announcement of Gree Electric on May 15, and submitted the registration information by mail and other means.
Competition will be very fierce, we and the LP behind us are very optimistic about Gree Electrical Appliances, is a high-quality manufacturing enterprises. Li Ming came to the meeting early to observe and pay attention to the giant representatives and potential competitors.
At 3:28 p.m., the chairman, President Dong Mingzhu and independent director Liu Shuwei of Gree Electrical Apparatus were very attractive among a group of male delegates. They were joined by Ye Dan, deputy director of Zhuhai SASAC, Huang Jianyong, office director of Zhuhai SAC, Wang Yonghua, vice president of Gree Group, and Gree Electric Appliances. Executives.
At 3:30 p.m., Dong Mingzhu, Ye Dan, Vice Director of Zhuhai SASAC, Wang Yonghua, Vice President of Gree Group, etc. welcomed the participants and gave a brief account of the meeting.
Subsequently, 40 representatives of 25 institutional investors presented themselves and their size. In the second part, Ye Dan, Vice Director of Zhuhai SASAC, Wang Yonghua, Vice President of Gree Group, etc. explained the background, transferee principle, program progress and institutional investorschoice of this equity transfer.
This meeting is more like a groping, the first group of intentional investors met, at the initial stage, did not enter the substantive stage, many of the institutional investors to participate in the meeting are not partners. Li Ming introduced the meeting, but there were no outcome documents and intentions. Further details of how to price and pay are not clear. Follow-up meetings and announcements are needed. It is expected that the final transfer of equity will take three or four months to enter the bidding link and exchange publicity.
Baidu Gaolu Capital Conference, Tencent Foxconn Absence
The intentional investors meeting, Baidu appeared.
On that day, representatives of Beijing Baidu Netcom Technology Co., Ltd. participated in the meeting. According to public information, the Beijing Baidu Netcom Science Technology Co., Ltd was founded in June 5, 2001, with Robin Li holding 99.5% and holding 0.5% to Hailong.
Gaolu Capital, as an intentional investor, also attended the meeting on May 22. And Gaolu Capital itself is a shareholder of Gree. This years quarterly report shows that Gaolu Capital Management Co., Ltd. - HCM China Fund holds 0.72% of Gree Electric, ranking ninth among the top ten shareholders.
Prior to this, the industry has been rumored to be interested in Pangli Electric Equity, Ali, Tencent, Jingdong, Foxconn and other companies. However, the above-mentioned enterprises either deny or comment. They did not appear at the Intention Investors Meeting on May 22.
Ali and Gree have cooperated a lot before. In 2017, Gree and Ali signed a 10 billion-level strategic cooperation agreement, and the two sides will also carry out in-depth cooperation in new retail, big data and other fields. On April 1, this year, after the announcement of the suspension of Gree Electric Appliances, the market spread the news that Ali would buy 5% of Gree, but it was quickly denied by Ali.
On May 22, only Nanjing Shuangan Asset Management Co., Ltd. has a reluctant relationship with Ali. Shen Liping, the supervisor of the company, is a shareholder of Hangzhou Yunqi Venture Capital Investment Partnership (Limited Partnership). One of the shareholders of Hangzhou Yunqi Venture Capital Investment Partnership (Limited Partnership) is Wang Jian. Wang Jian joined Alibaba Group as chief architect in September 2008 and holds shares in Hangzhou Junao Equity Investment Partnership. Industry. The shareholders of the latter are Ali executives.
The relationship between Jingdong and Geli is also close. On April 13, this year, Gree and Jingdong reached an agreement on strategic cooperation in 2019. Both sides recognized each other in brand, channel, information exchange and other fields. They are willing to bring high-quality consumer experience to more users on the basis of complementary resources. Earlier, there was also news that Jingdong would buy 5% of Gree Electric Appliances. Jingdong responded that the news was untrue.
On April 8, media quoted people from Zhuhai SASASAC as saying that Foxconn had recently made a large-scale investment in Zhuhai, possibly becoming a potential supplier. Foxconn said the next day that it would not comment on media and market rumors.
New Face Temasek and Low-key Houpu Capital
Among the intentional investors, Temasek Holdings - Temasek Investment Consulting (Shanghai) Co., Ltd. is prominent in 25 institutions. Previously, the market had no news of its intention to invest in Gree.
According to public information, Temasek Holdings - Temasek Investment Consulting (Shanghai) Co., Ltd. was established on April 30, 2017. Its sole shareholder is Temasek. Its business scope includes investment consulting, business management consulting and business consulting.
According to Temaseks official website, Temasek was founded in 1974. Temasek is an investment company headquartered in Singapore. The company has 11 offices worldwide. As of March 31, 2018, Temasek had a portfolio of S$308 billion, mainly in Singapore and Asia. Temaseks portfolio covers a wide range of industries, such as telecommunications, media and technology, financial services, transportation and industry, consumption and real estate, life sciences and integrated agriculture, and energy and resources.
As of March 31, 2018, Temasek owns shares in ICBC, China Construction Bank, China Ping An Insurance and AIA in financial services. In the fields of telecommunications, media and technology, Temasek is also a shareholder of Tencent and Alibaba.
Temasek has also invested in a large number of enterprises such as Ant Golden Clothes, American League Comments, Horsehoneycomb Travel Network, Shangtang Science and Technology, Working Together, Ulai Automobile, Rookie Network, Mobai Bicycle, Drop Travel, Millet Group and so on.
As for the proportion of foreign capital, Gree Group said that in principle, all investors who comply with laws and regulations are welcome to participate in the transfer of this open solicitation agreement. According to the existing laws and regulations, if foreign investors make strategic investments in listed companies according to law, their shares in strategic investments shall not be restricted by the total proportion of A shares held by all foreign investors in a single listed company, and shall not exceed 30% of the total shares of the listed company.
Houpu investment as promised appeared at this meeting of intentional investors.
In Gree Electrics plan to sell 15% of its shares, Houpus sudden investment was unexpected and unpredictable. On the one hand, Gree Electric said that it did not pay attention to Houpu investment, on the other hand, Houpu investment said that Gree Electric is a good company, we are interested in it.
Tian Eye Check information shows that Houpu Investment was founded in 2007, is a private equity investment fund focusing on China, with a management fund of more than 2.5 billion US dollars. Low-key mystery is the industrys consistent description of Houpu investment, but in terms of investment, Houpu investment is clear and decisive.
According to previous media reports, Ho Chaohui, one of the founding partners of Houpu Investment Management Company, once said that the investment direction of the fund is related to the concept of China. One is to invest directly in Chinese enterprises, the other is to assist Chinese enterprises to invest overseas, and the third is to assist overseas enterprises to invest in China. Regardless of industry and region, we are most concerned about the enterprise itself.
Magnolia Houpus investment is recognized as a debut in 2008 when it joined Temasek to purchase three-year convertible bonds from Hong Kong Lung Ming Investment Holding Company, which holds iron ore projects. A year later, in January 2009, Houpu invested $650 million in 3.24 billion of Bank of China shares from the Royal Bank of Scotland. In 2009, Houpu led a number of investment institutions to take over the shares of CCB with a total transaction value of 7.3 billion US dollars, and then jointly invested 6.1 billion HK dollars to acquire 20.03% of Mengniu Dairy and 1 billion US dollars to subscribe to Minsheng Bank H shares.
Within three years of its establishment, Magnolia investment attracted market attention with a series of investments, but also aroused doubts. However, this did not prevent Houpu investment to continue to invest.
From 2014 to 2018, Houpu invested in Mushroom Street, Millet, Tuan 800 Networks, Star Mei Holdings and other enterprises. From 2016 to 2018, Houpu invested in Ulai Automobile, Ambrx, Honeycomb, Shangtang Science and Technology, Haihang Blue Sea Airport, etc.
Does Dong Mingzhu have the possibility of catching up?
After the announcement of the transfer of shares of Gree Electric Appliances, there are voices in the market that the management of Gree Electric Appliances such as Dong Mingzhu and the second largest shareholder, Hebei Jinghai Guarantee Investment Co., Ltd. (hereinafter referred to as Hebei Jinghai) may become the largest potential takeover party. However, in the list of intentional investors, there are no figures of Jinghai and its related companies in Hebei Province.
It is entirely possible for them to take over the offer. They can obtain funds through loans, financing and other means to acquire shares in Gree Electric Appliances. Liang Zhenpeng, an analyst of household appliances industry, said.
According to the enterprise survey of industrial and commercial information, Hebei Jinghai was established on August 18, 2006 with a registered capital of RMB 100 million. The legal representative is Guo Shuzhan and is also a member of the current Gree Electrical Appliance Board.
Hebei Jinghais largest shareholder is Hebei Gree Electrical Appliance Marketing Co., Ltd. The parent company of the company is Hebei Guoao Investment Group Co., Ltd. The major shareholder is Xu Wei, Xu Wei is the son of Xu Zi, former director of Gree Electric Appliances.
Xu was born in 1954 at the same age as Dong Mingzhu. From July 1997 to June 2011, he was the general manager of Hebei Xinxing Gree Electrical Appliances Sales Co., Ltd. and the director of Gree Electrical Appliances Co., Ltd. from June 2015. In October 2017, he was investigated by the SFC for the existence of sensitive period trading, short-term trading and other irregularities. Submit resignation report.
The second to fifth shareholders of Jinghai in Hebei are Chongqing Jingxin Gree Central Air Conditioning Engineering Co., Ltd., Henan Hongli Environmental Protection Technology Co., Ltd., Zhejiang Tongcheng Gree Electrical Appliances Co., Ltd. and Shandong Gree Electrical Appliances Customer Service Co., Ltd. Their major shareholders or actual controllers are Zhou Zhenhua, Guo Shuzhan and Zhang Jundu, respectively. Duan Xiufeng. Among them, Governor Zhang Jundu and Guo Shuzhan were elected members of the current board of directors of Gree Electric Appliances.
Industry and commerce information shows that Beijing Hai, a company composed of Gree distributors, holds 8.91% of Gree Electric Appliances. The company has been regarded as Dong Mingzhus concerted actor by the outside world. Dong Mingzhu holds 0.74% of Gree Electric Appliances, and the total shares of both sides reach 9.65%.
In response to whether management can form a common body with other investors to participate in the public transfer, Gree Electric responded in the announcement document of May 22 that, as the overall scheme of public solicitation is being formulated, Gree Group welcomes in principle all intentional investors in line with the principle of public solicitation to participate in the public transfer.
That is to say, there is a possibility that the industrys envisaged management, such as Dong Mingzhu, will accept some shares that Gree Group intends to transfer.
On January 16, Dong Mingzhu was re-elected Chairman of Gree Electric Appliances. The transfer of shares in Gree Electric Appliances, Dong Mingzhu and other management is also one of the potential vendors.
Source: Author of New Beijing News: Chen Weichengs Editor-in-Charge: He Yufang_NN5632