The latest news: Gree's resumption of Dong Mingzhu's dream of building a car was crushed

At the beginning, Gree Electric announced that it was "cross-border building a car", and public opinion was in vain.

Dong Mingzhu’s “making a car dream” gradually drifted away. After the small and medium shareholders vetoed the reorganization and financing plan of Gree Electric Appliances, the reorganized target Zhuhai Yinlong broke the dream with a piece of paper.

On November 16, Gree Electric Zhuhai Yinlong issued a written letter of informing that the adjusted trading plan was not approved by Zhuhai Yinlong Shareholders' Meeting. Zhuhai Yinlong decided to terminate the transaction based on the voting result.

At this point, Gree Electric decided to terminate the plan to issue shares to purchase assets. Gree Electric shares will resume trading on November 17th.

@Mr蒋静: Gree terminated the acquisition and there was no winner. The management team is exhausted and hurts. Small and medium-sized investors are self-sufficient and accept the down limit. Zhuhai Yinlong, missed the new energy vehicle outlet, the future is not necessarily better. It seems that only state-owned major shareholders sit and watch jokes.

As a result, the small and medium investors who voted negatively did not know what to think. Originally, I wanted to get rid of the supporting financing of the management team. I didn’t want to make the acquisition of assets yellow, and stealing chickens would not ruin the rice. I always want to take advantage of it, and others don’t play with you. According to thousands of people. From the perspective of investment banks, small and medium-sized investors are not in communication, and interest relationships are not clearly understood. No wonder Miss Dong is wronged.

Gree Electric's acquisition of Zhuhai Yinlong Road is extremely rough.

In August of this year, Gree Electric announced the acquisition plan and announced the acquisition of 100% equity of Zhuhai Yinlong by way of issuing shares. After the completion of the acquisition, Zhuhai Yinlong will become a wholly-owned subsidiary of Gree Electric Appliances, but once the plan is released, the voice of doubt will continue. It was accused by investors that the valuation of Zhuhai Yinlong was too high and the price of Gree Electric was too low.

According to the plan issued by Gree Electric in August, the company plans to acquire a 100% stake in Zhuhai Yinlong for a total of 13 billion yuan, and raise no more than 9.7 billion yuan to shareholders such as Gree Group. Since then, Gree Electric has released a revised version of the issuance draft on September 1. From the content point of view, except for a small part of the fine adjustment, there is basically no change in the big framework.

At the end of October, Gree Electric's extraordinary shareholders meeting rejected the overall plan to acquire Yinlong and raise funds. Gree Electric subsequently issued an announcement acknowledging that the proposal to issue shares to purchase assets was not approved as a whole, indicating that it plans to continue to promote the issue of assets for the issuance of shares, and to reduce or cancel the funds raised. The optimized and adjusted plan will be resubmitted to the board of directors and the general meeting of shareholders for consideration, and the announcement date of the board resolution will be used as the issue pricing benchmark date.

However, the optimized and adjusted plan has not been made public, and the reorganization of the other party has been “cool”. On November 16, Zhuhai Yinlong sent a letter to Gree Electric. The adjusted trading plan was not approved by Zhuhai Yinlong Shareholders' Meeting. Zhuhai Yinlong decided to terminate the transaction based on the voting result.

In view of this, Gree Electric decided to terminate the plan to issue shares to purchase assets, and promised to no longer plan major asset restructuring matters within at least one month from the date of announcement.

At the beginning, Gree Electric announced that it was "cross-border building a car", and public opinion was in vain. Some people think that it is necessary to do a new energy bus across the border in a home appliance business. There are two different fields. Before that, many home appliance companies have failed to make a car. However, Gree Electric Appliances and Dong Mingzhu are extremely optimistic about Zhuhai Yinlong.

Even if Zhuhai Yinlong sent a "breakup letter", Gree Electric still praised Zhuhai Yinlong in the announcement, saying that Zhuhai Yinlong is positioned as "the world's leading new energy enterprise", with international leading lithium titanate materials and batteries. With the core of technology research and development and manufacturing capabilities, R&D, production and sales of lithium titanate batteries, new energy vehicles, energy storage systems and supporting charging facilities are a comprehensive new energy enterprise covering the entire energy chain.

Gree Electric admitted in the previous restructuring plan announcement that the domestic air-conditioning market has reached maturity and saturation stage. Simply relying on a single industry to achieve further substantial growth of space is limited, urgently seeking transformation, timely cutting into emerging industries that have both growth potential and matching scale, while at the same time having obvious matching and synergy with their core competitiveness and expertise (Aiji, Net worth, information) and the market, which in turn leads to new revenue and profit growth points.

According to Gree Electric, Zhuhai Yinlong has mastered the core technology of lithium titanate battery, and has significant comparative advantages in the field of fixed-line new energy vehicles and energy storage applications. The company's lithium titanate battery has high safety, long life and large size. The technical characteristics of fast charge and discharge rate and wide operating temperature range can accurately match the application requirements of new energy vehicles in fixed line fields (such as buses, commuter cars, school buses, logistics vehicles, etc.).

As a result, the two sides "see the right eye" and plot to "marriage." In August this year, Gree Electric and 21 shareholders of Zhuhai Yinlong signed an agreement to issue shares to purchase assets.

Unexpectedly, the shareholders of Gree Electric did not buy it.

At the end of October, Gree Electric held an extraordinary shareholders meeting, which was the embodiment of the concentrated outbreak of various stakeholders in this restructuring.

Judging from the voting results, small and medium-sized shareholders generally opposed the reorganization of Gree Electric Appliances. The main contradiction was that the equity was diluted.

Specifically, Gree Electric acquired Zhuhai Yinlong for 13 billion yuan, all of which were implemented by way of issuing shares. According to the increase price of 15.57 yuan/share, after the issuance, Gree Group's shareholding ratio will be reduced from 18.22% to 16.00. %, the shareholding ratio of the second largest shareholding in Tokyo Sea was reduced from 8.91% to 7.82%, and the total shareholding ratio of other shareholders of A shares decreased from 72.87% to 63.99%.

If we calculate the supporting financing part of nearly 9.7 billion yuan, Gree Group's shareholding ratio will increase to 18.27%, Jinghai guarantee will fall to 7.17%, and the shareholding ratio of other shareholders of A shares will fall to 58.65%.

Gree Electric's two additional issuances totaled about 1.48 billion shares, accounting for 25% of the original share capital. After the completion of the additional issuance, Gree Electric's total share capital will increase from 6.02 billion to 7.5 billion shares, which means that in addition to participating in the 10 billion increase in Gree Group and employee stock ownership plan, all shareholders' shareholding ratio is diluted by 25/(25+ 100) 25 = 20%.

In the post-exposure Gree Electric Shareholders' meeting on-site recording materials, Gree Electric "gives Zhuhai Yinlong cash selection rights when negotiating, but Zhuhai Yinlong shareholders are not willing to take cash, willing to take stocks", thus, state-owned shareholders Faced with the problem of being diluted, "If you do not make a private placement, you will go to the controlling stake." At the same time, Gree Electric also launched a staff shareholding plan.

However, this plan was eventually rejected by shareholders. Gree Electric said that based on the voting results of the company's first extraordinary shareholders meeting in 2016 and the suggestions of investors, the company intends to reduce or cancel the matching raised funds, and at the same time, the stock issuance pricing of the shares will be based on the relevant provisions. Adjustment.

During this period, Gree Electric communicated with Zhuhai Yinlong and its major shareholders, and combined with the opinions of small and medium investors to optimize and adjust the trading plan; urged the intermediary to demonstrate the adjustment plan and modify the application materials. Improve; urge Zhuhai Yinlong and each counterpart to speed up the implementation of internal decision-making procedures.

However, this time, the shareholders of Zhuhai Yinlong did not buy it.

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