“Dong Mingzhus” will receive 14 billion yuan in red envelopes?
Editor’s note: This article is from the WeChat public account “ Forty Capitals ” ID: DsstCapital), author Chai Jiayin.
On December 2, 2019, the twists and turns of Gaofeng Capital officially became the new largest shareholder of Gree and has the right to nominate three directors. Gree started a new journey.
After nearly 8 months, the “heavyweight” A-share transaction in the center of the topic vortex is finally settled.
In the evening of December 2, 2019, Gree Electric (000651.SZ) issued an announcement saying that the controlling shareholder and actual controller of Gree Electric changed, and Gree Group changed from 18.22% of Gree Electric’s total share capital to 3.22%. Gaocheng Capital became the new largest shareholder. According to the latest report on changes in equity, the transfer price is 46.17 yuan per share, and the total price of the transferred shares is 41.662 billion yuan.
According to Gree Electric’s announcement, Zhuhai Mingjun will have the right to nominate three directors among the nine directors of Gree Electric. At the same time, Zhuhai Mingjun agreed to advance the equity incentive plan for management and other companies with no more than 4% of the company’s shares.
According to Gree’s latest closing price, this equity incentive will reach nearly 14 billion yuan. Regarding the rumors that “Dong Mingzhus are welcoming 14 billion red envelopes,” Meng Chuan, a PE institution partner, told CIC that this statement is not accurate.
“Since the incentive method has not yet been determined, the company anticipates that the various factors (such as the specific number of shares and the conditions required to complete the incentive) agreed in the ‘no more than 4% equity incentive plan’ plan have not been determined. There may be changes in the exercise price, the amount of incentives, etc. “Meng Chuan explained to China Investment Network.
The era of “no actual control person” begins
“More market-oriented incentive mechanism, higher execution efficiency, and more flexible competition mechanism.” Speaking of the significance of Gaocheng Capital’s entry into Gree’s mixed reform, Meng Chuan summed up CIC.
The announcement shows that the relevant parties of Zhuhai Mingjun and the management of Gree Electric Appliances have reached an agreement, and neither party seeks actual control of Gree Electric Appliances. Specifically, after the completion of the transaction, the top three shareholders of Gree Electric except Shenzhen-Hong Kong Stock Connect (China Stock Connect) will be Zhuhai Mingjun (holding 15%) and Jinghai Guarantee (8.91%) Gree Group (holding 3.22% of shares), the shareholding structure is relatively scattered.
As a result, Gree Electric has changed to no actual controller, and a modern corporate governance structure model has begun to emerge.
Public information shows that before the equity transfer, Gree ManagementThe owner can be called a “heavyweight” A-share transaction. “When the deal was not settled, Meng Chuan said to CIC.
On May 22, 2019, the luxury of the Gree investor meeting lineup is enough to prove the weight of this transaction. On the day, a total of 25 institutional investors participated in the meeting, including well-known institutions such as Baidu, Temasek Holdings, Gao Ye Capital, Houp Investment, Boyu Capital.
However, due to the harsh conditions of soliciting transferees (delivering a deposit of 6.3 billion yuan, paying 40% within 5 working days after signing the contract, and paying the full amount before processing the joint stock account, etc.), of the 25 participating institutions, only There are two applications for Gaocheng Capital and Houpo Investment.
The mysterious but powerful Magnolia was once a rival to Gao Capital.
“From the outside world, the two institutions have completely different paths.” At the time, Meng Chuan told China Investment Network, “Houpu Investment will grasp the rhythm very much, and there are many ‘fast in and fast out’ in the secondary market. The cases are beautiful, and Gao Ye Capital has always been known as a ‘long-term holder’. “
On October 28, 2019, Gree issued an announcement that “long-term holders” Gaofeng Capital won.
On the same day, Gree Group informed the company that after the review committee conducted a comprehensive review of the two interested transferees participating in this public solicitation, Zhuhai Mingjun Investment Partnership (Limited Partnership) was determined as the final transferee.
Behind Zhuhai Mingjun is Gaofeng Capital. So far, it took 6 months, and the battle for Gree’s equity transfer was temporarily over.
However, the official contract between Gree and Gaofeng Capital was nearly one month late.
According to the announcement, if everything is normal, Zhuhai Mingjun should sign a “share transfer agreement” with Gree Group within 10 working days from the date of the announcement, and the “share transfer agreement” signed must still be subject to the supervision and management of state-owned assets It will not take effect until approved by agencies and other relevant government departments.
However, on the evening of November 11, 2019, Gree Electric issued an announcement saying that Gree Group had written to the company that in view of the unfinished content of the share transfer agreement, Zhuhai Mingjun and Gree Group continued to negotiate. Both parties agreed to The contract signing date of the share transfer agreement has been postponed.
It is worth mentioning that, so far, neither Gree Group, Gaofeng Capital, or Gree Electric has disclosed the specific reasons for the extension of the contract. Gree disclosed in a previous announcement that “there are still outstanding matters in the transaction negotiations.”
In the morning of December 2, 2019, Gree Electric Appliances temporarily suspended its trading due to the planned major change in control rights. At noon on the same day, Gree Electric announced that Gree Group and Zhuhai Mingjun, the final transferee, intend to sign a share transfer agreement, and the suspension period is expected to be no more than one trading day.
On the evening of December 2, 2019, the two parties formally signed a contract—for nearly eight months, the “century-level” transaction that has been at the center of the topic has finally been finalized.
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CVS