After Dong Mingzhu stepped down as chairman of the Gree Group, there were divergent opinions.
However, careful observation, the real estate sector of Gree Group has little relationship with Gree Group as early as 2015, and the petrochemical sector is still very young. Therefore, the chairman of the Gree Group is not very meaningful. In the policy environment, Dong Mingzhu stepped down as the chairman of Gree Group, and the position of full-time Gree Electric appliance is more like a light-loaded battle. At least, you can fully face the current difficulties of Gree Electric.
Before and after Dong Mingzhu stepped down as chairman of the Gree Group, we can see some of the actions of Gree Electric, and we can find that Gree Electric's plan to acquire new energy automaker Yinlong has begun to change and will retreat! Perhaps the long-standing Yinlong problem that has plagued Gree Electric Appliances can be solved soon. At least, it won't be so deadlocked.
First of all, Gree Electric clearly admitted that at the first extraordinary shareholders meeting, Gree Electric Appliances did not approve the issue of shares to purchase assets and raise matching funds and related party transactions.
After the first extraordinary shareholders meeting, there were mixed opinions about the outcome of the meeting. Some people think that it has passed, and some people think that it has not passed.
The letter of concern to Zhuhai Gree Electric Co., Ltd. issued by the management department of Shenzhen Stock Exchange on October 31, 2016 stated that “in view of the fact that the proposals 1, 7, 8, 15, 18 and 19 were not passed, please Your company clearly states whether the proposal to issue shares to purchase assets is deemed to have been passed as a whole. If yes, please further explain whether it complies with the relevant provisions of Articles 23 and 24 of the Measures for the Administration of Major Asset Restructuring of Listed Companies of the China Securities Regulatory Commission. Please consult with your company's legal counsel, the independent financial adviser of this transaction, and the law firm that issued the legal opinion for this transaction."
In this regard, Gree Electric Legal Adviser, the independent financial adviser of this transaction, and the law firm that issued legal opinions for this transaction, respectively gave a reply.
Guangdong Feifan Law Firm replied: "For Gree Electric Appliances to issue shares to all shareholders of Zhuhai Yinlong New Energy Co., Ltd. to purchase 100% equity of Zhuhai Yinlong and to raise funds for no more than 10 specific targets, we are Gree Electric The perennial legal counsel has given the necessary attention to this project. We believe that the issue of the purchase of shares to purchase assets has not fully met the provisions of Articles 23 and 24 of the Measures for the Administration of Major Asset Restructuring of Listed Companies. The voting result of the proposal indicates that the proposal to issue shares to purchase assets has not been passed as a whole."
China Merchants Securities Co., Ltd. replied: "The independent financial adviser believes that after verification, some of the proposals related to the purchase of assets in this issue have not been approved by Gree Electric's 2016 first extraordinary shareholders meeting, and have not fully met the listing. As a result of Articles 23 and 24 of the Measures for the Administration of Major Asset Restructuring of the Company, the proposal to issue shares to purchase assets as a whole has not been passed."
The legal counsel of the transaction, Beijing Junhe Law Firm, replied: "The issue of the purchase of shares to purchase assets has not fully met the provisions of Articles 23 and 24 of the Measures for the Administration of Major Asset Restructuring of Listed Companies. Therefore, The proposal to issue shares to purchase assets was not passed as a whole."
"Zhuhai Gree Electric Appliance Co., Ltd.'s reply to the Shenzhen Stock Exchange's "Response to Zhuhai Gree Electric Co., Ltd." said: "The transaction's independent financial advisor, China Merchants Securities Co., Ltd., this transaction The legal counsel of Beijing Junhe Law Firm and Gree Electric's perennial legal counsel Guangdong Feifan Law Firm believe that “the issue of assets for the issuance of shares has not fully satisfied the provisions of Articles 23 and 2 of the Measures for the Administration of Major Asset Restructuring of Listed Companies†Article 14 of the regulations, therefore the issue of the issue of shares to purchase assets related to the overall failure. â€
"The whole failed," that is, failed. Since it was admitted that the trading plan was not approved, this unloaded the burden of arguing with each other on the voting results. In other words, everyone can pay attention to the next step without any concern.
Secondly, Gree Electric has begun to fight for the balance between the interests of major shareholders and small and medium shareholders, that is, to continue to suspend trading.
On October 31, Gree Electric Appliances released the "Zhuhai Gree Electric Appliance Co., Ltd. Suspension Notice". On November 4th, Gree Electric Appliances released the "Zhuhai Gree Electric Appliance Co., Ltd. letter on the letter of extension and continued to suspend the announcement".
The contradiction between Gree's major shareholders and small and medium shareholders has been revealed in the voting at the first general meeting. To put it simply, Gree Electric intends to increase the shareholding ratio of major shareholders in the acquisition of Yinlong plan and reduce the shareholding ratio of small and medium shareholders. Gree Electric, in order to counteract the pressure of the "barbarians" invasion, so as not to fall into the embarrassing situation of Vanke, not to rush to "reinforce the dead" like Erie shares. Gree Electric is trying to plan ahead.
However, this kind of precaution has temporarily pushed small and medium shareholders and potential barbarians to a "war."
Therefore, the result of the “issuance of shares related to the purchase of assets as a whole has not been passed†has been achieved.
The suspension of the card is obviously to bridge this divergence and to gain time for the parties to find the greatest interests.
As for when to suspend the card, it is necessary to see the speed and extent of the bridging.
Third, from the current point of view, Gree Electric has found a preliminary direction, although the implementation of the follow-up plan will take time.
Since it has been acknowledged that the "issuance of shares to purchase assets related to the overall failure of the proposal", it means that there must be a new program.
Did Gree find the direction of the new plan during the suspension? The author thinks it has been found.
Next, how should Gree's Yinlong Road go? This is a problem that many people are most concerned about. Because of the current environment of the air-conditioning industry, Gree must make reforms, and "cross-border" is an inevitable reform option. In this regard, Gree's old rival Midea has long been in the forefront. In 2016, Midea has completed the acquisition of Toshiba, KUKA and an Italian air-conditioning brand. Therefore, in the face of Yinlong, Gree must go on. Even if the acquisition fails, you have to find the next target.
The "Following Letter" of the Shenzhen Stock Exchange is also concerned with the next question of Gree. The “Following Letter†of the Shenzhen Stock Exchange stated: “Please ask your company to explain the follow-up arrangements for this transaction, including but not limited to whether the company continues to promote the transaction plan, whether it intends to make adjustments to the plan, whether the relevant adjustment constitutes a major adjustment, the company Whether it is proposed to re-execute the review process, etc., and clearly indicate whether the follow-up arrangements meet the requirements of the Regulations on Restructuring Management. The independent financial adviser of this transaction is required to verify and express opinions."
In response, Gree Electric responded, “The independent financial adviser of China Merchants Securities Co., Ltd. believes that: Gree Electric intends to continue to promote the issue of assets for the issuance of shares, and to reduce or cancel the matching funds raised, will optimize and adjust Subsequent issue of the purchase of shares shall be resubmitted to the board of directors and the general meeting of shareholders for consideration, and the announcement date of the resolution of the board of directors shall be deemed as the issue pricing date. The above adjustments will constitute a major adjustment to the original transaction plan. The foregoing arrangement is in line with the major asset restructuring of the listed company. "Administrative Measures" and "China Securities Regulatory Commission Regulations on Regulating Certain Issues Concerning Major Asset Restructuring of Listed Companies".
In my opinion, this sentence is enough to "reducing or canceling the matching funds raised."
From the above three points, Gree's plan to acquire Yinlong's plan has changed its strength and aggressiveness before it is changed. If all goes well, Gree's "Silver's knot" should be able to unravel. This depends on Gree's attitude!
Dong Mingzhu stepped down as chairman of Gree Group and went into the air; and Gree's acquisition of Yinlong is retreating, and the future can be expected!
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