in becomingDunAn environmentholdingshareholderafter,Gree ElectricAnother shot was made. It is planned to transfer 9.71% of the company’s shares held by Dunan Holdings. Since it already holds 29.48% of the shares, doing so may trigger a general tender offer obligation.It is worth noting that at the end of April, Dunan Holdings justZijin MiningSigned an agreement, the proposed price of 652 million yuan, soldDunAn environment9.71% of the shares.
On May 11th,DunAn environmentThe stock price rose by the daily limit in advance, closing at 7.93 yuan per share as of the close, and the latest total market value was 7.3 billion yuan.In addition, the shield environmentannouncementwill open on the morning of May 12Suspensionthe suspension is expected to last no more than 2 trading days.
Gree plans to acquire 9.71% stake in Dunan Environment
May trigger general tender offer
On the evening of May 11, Dunan Environment issued an announcement stating that the company received the controlling shareholder.Gree Electricnotice, in order to consolidate the position of control,Gree ElectricAn agreement is being planned to transfer 9.71% of the company’s shares held by Dunan Holdings Group Co., Ltd. (referred to as Dunan Holdings); since Gree Electric Appliances already holds 29.48% of Dunan Environment’s shares, such as Gree Electric’s agreement to transfer 9.71% of Dunan Environment’s shares A general tender offer obligation will be triggered.
However, the company also stated that since DunAn Holdings hasZijin MiningInvestment (Shanghai) Co., Ltd.,Zheshang BankHangzhou Branch of Co., Ltd. signed a relevant share transfer agreement for 9.71% of the company’s shares. Gree Electric Appliances and DunAn Holdings still need to further negotiate with the relevant parties on the transfer of this agreement. There is still uncertainty about whether the transfer of this agreement can be implemented.
The announcement also stated that the stock of DunAn Environment will be suspended from the opening of the market on the morning of May 12, 2022 (Thursday), and the suspension is expected to be no more than 2 trading days.
It is worth noting that the aforementioned Zijin Investment isZijin Mining100% holding company.just april 29Zijin MiningThe announcement stated that DunAn Holdings intends to package and sell its four assets for the purpose of optimizing the debt structure. On April 28, the company and DunAn Holdings,Zheshang BankHangzhou Branch signed the “Cooperation Agreement”, the company plans to invest in the acquisition of the target asset package, and the total transaction price is RMB 7.682 billion. The underlying asset package includes: 89,069,400 unrestricted tradable shares held by Dunan Holdings, an A-share listed company Dunan Environment, at a price of 652 million yuan.
Relevant data shows that as of April 27, Gree Electric holds 29.48% of Dunan Environment, which is the largest shareholder, while Dunan Holdings holds 9.71% and ranks as the second largest shareholder. more than 3%. Therefore, this time Gree Electric,Zijin MiningThe investment of two billion-dollar leaders has attracted much market attention.
Seek business synergy and new energy layout
Gree Electric Appliances Enters Shield’an Environment
In fact, Gree laid out the Dunan environment very early.
On November 16 last year, Gree Electric announced that the company intends to transfer 270 million shares of Dunan Environment held by Dunan Seiko, accounting for 29.48% of the company’s total share capital, and the transfer price is about 2.190 billion yuan; at the same time, the company plans to subscribe in cash. DunAn Environment’s non-public offering of 139 million shares to specific targets at a subscription price of about 810 million yuan. After the completion of the share transfer, DunAn Environment will become a holding subsidiary of the listed company. After the completion of the transaction, Gree Electric will hold 410 million shares of DunAn Environment, accounting for 38.78% of the total share capital of DunAn Environment.
In February this year, Gree’s acquisition of Dunan Environment’s equity passed the anti-monopoly review; at the end of April, Dunan Environment announced that this share transfer has been confirmed by the Shenzhen Stock Exchange. Recently, the equity transfer registration procedures have been completed, and the transfer date is 2022 On April 27, 2018, the nature of the shares was unrestricted tradable shares. This means that Gree Electric has officially entered the DunAn environment.
DunAn Environment also stated in the announcement that after the completion of the share transfer, the company’s controlling shareholder and actual controller have changed. Gree Electric directly holds 29.48% of the shares of the listed company and is the company’s controlling shareholder. Since Gree Electric has no actual controller, the actual controller of DunAn Environment was changed from Yao Xinyi to no actual controller.
So, as a white appliance giant, Gree Electric, why does it deploy a Dunan environment? Let’s take a look.
According to public information, Dunan Environment is an air-conditioning accessories company. It was established in December 2001 and listed on the small and medium-sized board in 2004. Its main business includes research and development, production and sales of refrigeration components and refrigeration and air-conditioning equipment. It is Gree’s air conditioning and refrigeration accessories supplier. In 2019 and 2020, Gree’s purchase amount was 1.51 billion yuan and 1.206 billion yuan respectively.
Previously, Gree Electric stated that the acquisition of Dunan Environment is an important measure for the company to build a diversified and technology-based global industrial group, ensure the independent control of core components, improve the layout of the industrial chain, and further consolidate business competitiveness. DunAn Environment’s air conditioning and refrigeration components business has deep technical accumulation and good manufacturing capabilities, and has a complete matrix of new energy thermal managers related products, and has carried out business cooperation with many well-known domestic enterprises. Gree Electric is optimistic about the industrial value of Dun’an Environment as a leading company in the global refrigeration components industry. It plans to further improve the competitiveness of the company’s upstream core components of air conditioners and the stability of the supply chain through this transaction, and give full play to the business synergy between the company and the target company. Improve the industrial layout of the company’s new energy vehicle core components.
It can be seen that Gree’s acquisition of Dunan Environment is mainly from the perspective of business synergy, as well as the layout of new energy.
the first quarternet profitDownturn, Debt, etc.
Dunan Environment’s share price has fallen by more than 42% this year
However, the operating situation of DunAn Environment is not optimistic.
The financial report data released not long ago shows that Dunan Environment will achieveOperating income9.837 billion yuan, a year-on-year increase of 33.28%; net profit attributable to the parent was 405 million yuan, with a net loss of 1 billion yuan in the same period last year, turning losses into profits. At the same time, in the first quarter of this year, DunAn Environment achieved operating income of 2.011 billion yuan, a year-on-year decrease of 6.4%; net profit attributable to the parent was 83.409 million yuan, a year-on-year decrease of 14.67%.
In addition, due to the huge debt crisis of the “DunAn system”, DunAn Environment has the problem of providing related guarantees for DunAn Holdings. At the beginning of April this year, DunAn Environment issued an announcement to properly resolve the related guarantees provided by DunAn Environment for DunAn Holdings in history (as of the financing (loan) expiry date, the principal balance of the related guarantees was approximately RMB 583,971,200). , the interest is approximately RMB 82,259,500, and the total amount is RMB 666,230,700), Dun An Precision, Dun An Holdings and Gree Electric,Zheshang BankHangzhou Branch of Co., Ltd. signed the “Special Agreement on Resolving Related Guarantee Matters”. The specific arrangements are as follows: (1) DunAn Holdings and Gree Electric Appliances respectively undertake 50% of the related guarantee debts as of the financing (loan) maturity date, and the financing ( The new debts (if any) arising from related secured debts including but not limited to interest and penalty interest (if any) from the date of maturity of the loan) shall be repaid by Dunan Holdings on its own. (2) All parties should do their best to ensure that the related guarantee debts should be repaid no later than May 15, 2022, and the guarantee obligations borne by DunAn Environment should be released.
Gree Electric also stated in the announcement that the target company has a certain scale of debt pressure. In the future, the target company plans to use the net operating cash flow and asset disposal funds to pay off financial debts. However, the operation of the target company is affected by factors such as the macroeconomic situation and industry cycle fluctuations, which may further affect the implementation of the financial debt repayment plan.
From the perspective of stock price performance, after Gree announced its investment in November last year, Dunan Environment’s stock price rose one after another, and once rose to a stage high of 16.32 yuan per share. But this year, it has been falling and falling, and it has fallen more than 42% since the beginning of the year. As of the close of trading on May 11, Dunan Environment had a daily limit, and there were still more than 30,000 orders on the daily limit, at 7.93 yuan per share, with a total market value of 7.3 billion yuan.
(Article source: Chinafundnewspaper)