In other words, Gree Groups requirement for the transferee of its 15% Gree Electric Equity has excluded individual participation in the transferee. In addition, Gree Group also requires any legal entity in the consortium to assign a minimum proportion of shares not less than 5% of the companys total equity. Previously, the industry has speculated that the chairman of Gree Electric, Dong Mingzhu, and other Gree Electric executives or dealers form a consortium to transfer part of Gree Electrics equity.
Assignee Consortium does not exceed two legal subjects
According to the announcement of Gree Electric, Zhuhai SASASAC agreed in principle to the scheme of publicly soliciting transferees of Gree Electrics state-owned shares. According to the solicitation scheme, the willingness to participate in the transferee of 15% equity of Gree Electric Appliances needs to satisfy the following conditions: first, to meet the qualifications of shareholders of listed companies stipulated by national laws and regulations; second, the transferee should be a single legal entity (limited company legal person or limited partnership), or be controlled by the same controlling shareholder or actual control. A consortium of no more than two legal subjects under the control of a person. If a consortium of two legal subjects is constituted to act as an intentional transferee, the legal subjects in the consortium shall sign an agreement of concerted action before submitting the application materials for transferee and promise to maintain a concerted action relationship within the period of holding shares; third, Gree Group does not accept the request of the intentional transferee for part of the shares and submits part of the shares. Assignment requests shall be deemed not to have been made; if a consortium of two legal subjects is formed to act as an intentional transferee, the minimum proportion of shares transferred by any legal subject in the consortium shall meet the relevant provisions of the Guidelines for the Handling of Share Agreement Assignment Business of Listed Companies in Shenzhen Stock Exchange, i.e. no less than the head office of the company. Five percent of equity; four, the intended transferee should have a legitimate source of funds, have fully raised funds for share transfer price or have the financial strength to pay the share transfer price in full and on time; fifth, the transferee does not have any affiliation or interest relationship that harms the interests of listed companies.
Daily Economic News reporter learned that, according to the above statement, if a consortium is to be formed to participate in the assignment, the consortium shall not exceed two legal subjects, and the two subjects need to act in a consistent manner.
In addition to the above-mentioned basic conditions, Gree Group also stipulates that the transferee of intention should be conducive to the quality of listed companies, maintain the sustainable and healthy development of the company, promote the sustainable development of listed companies and improve the corporate governance structure of listed companies, and should not have major adverse arrangements affecting the stability of the equity structure of listed companies. In addition, the transferee of intention should also be able to introduce effective strategic resources such as technology, market and Industrial Synergy for listed companies, and help listed companies enhance their industrial competitiveness.
There has been a lot of speculation about the transferee of Gree Groups 15% equity. On May 22, this year, Gree Group held a bottom-up meeting of intentional investors, which included 25 institutions including Houpu Investment Management Co., Ltd., Beijing Baidu Netcom Technology Co., Ltd., Shenzhen Windsor Capital Management Co., Ltd., Gaolu Capital Management Co., Ltd. Nevertheless, it is generally believed that the Gree management and distributors headed by Dong Mingzhu are most likely to participate in the transfer of part of the equity.
Liu Bucheng, an analyst in the household appliances industry, told reporters: This means that any single legal entity involved in the assignment should not be less than 5% of the total shares of Gree Electric Appliances. In this way, the bid will not be less than 13 billion yuan. This amount is estimated to be difficult for Dong Mingzhu and her concerted actors to pay. At present, Dong Mingzhu is unlikely to take over.
According to the announcement of Gree Electric Appliances, the number of shares transferred by any legal entity in the consortium shall not be less than 5% of the total equity of Gree Electric Appliances. According to the latest adjustment price (not less than 44.17 yuan per share) of the transfer of shares, any legal entity in the consortium should have the ability to pay at least 13.3 billion yuan of equity consideration.
Reporters also noted that this Gree Electric 15% equity transferee can also be an overseas investor. The collection period of the transferee is 15 trading days, from August 13 to September 2. The eligible transferee needs to submit a complete set of transferee application materials to Gree Group. The materials include letters of intent, basic information, quotation letters and related commitments. Gree Group requires that all transferees should promise to maintain the independence of listed companies, not to have any investment behavior that is competitive with listed companies, and to maintain the stability of the management team of listed companies.