After being postponed for more than half a month, Gree’s mixed reform finally “boots down.”
In the morning of December 2nd, Gree Electric announced that due to significant changes in the company’s control, it is planned to make significant progress. In order to avoid abnormal fluctuations in the company’s stock price, the company’s securities will be temporarily suspended from the market opening on December 2nd. The suspension time is expected No more than one trading day.
On the evening of the 2nd, Gree Electric announced that the company’s controlling shareholder, Gree Group, had signed a share transfer agreement with Zhuhai Mingjun and agreed that Zhuhai Mingjun would receive 902 million shares of Gree Electric held by Gree Group at a price of 46.17 yuan per share. Shares (accounting for 15% of Gree’s total share capital), the total transfer price is 41.662 billion yuan, and announced that the company’s shares will resume trading on the 3rd.
41.662 billion yuan, which is the final price of 15% of Gree’s total share capital, but Gao Yi will give more-
The announcement shows that Zhuhai Gaocheng and others agreed to promote the equity incentive plan for listed companies at the level of listed companies to give management and key employees no more than 4% of the shares of listed companies after the completion of the transaction.
Simple and crudely calculated according to the market value of Gree before the suspension (347.2 billion yuan), 4% of the shares are about 13.7 billion. For the management of Gree Electric, the equity incentive plan given by Gao Ye was generous enough and the release signal was friendly enough.
It is worth noting that the transferee has no actual controller. After this share transfer is completed, Gree Electric will be changed to have no controlling shareholder and actual controller. The company structure without actual controllers is conducive to mutual checks and balances among shareholders, which can prevent the company ’s major shareholders from having too much influence inside the company and forming a “one-talk” situation, which has always been regarded as a corporate governance structure that is conducive to maintaining the stability of the company.
What did Dong Mingzhu and Zhang Lei talk about?
After the completion of the share transfer, the top three shareholders of Gree Electric are Zhuhai Mingjun (15.00% of shares), Hebei Haiguai Investment Co., Ltd. (Gree Dealer System, 8.91% of shares) and Gree Group ( Holding 3.22%). Gree Electric stated in the announcement that this is a relatively decentralized shareholding structure and that no shareholders can control major operating decisions of listed companies.
At this time, it has been more than a month since Gaofeng Capital defeated Houpo Investment and won 15% of Gree’s equity at a price of 40 billion yuan.
On October 28, Gree Electric announced that Zhuhai Mingjun called the final transferee of 15% equity in Gree Electric. According to the previously disclosed public solicitation plan, GreeThe group should sign a share transfer agreement with Zhuhai Mingjun within 10 working days. In the announcement, Gree Electric also mentioned that Zhuhai Mingjun had submitted an invitation to cooperate with the management of Gree Electric. If the management finally accepts the invitation and cooperates according to the invitation program, the two parties need to clearly and publicly disclose the cooperation program before signing the agreement.
But Gree and Gao Yong finally agreed to make an agreement-on the evening of November 11th, Gree Electric announced that “given that the content of the share transfer agreement is not yet complete,” Zhuhai Mingjun and Gree Group agreed to transfer the shares of the agreement. The contract signing date is postponed. This “unfinished matter” shows that Zhang Lei and Dong Mingzhu have not reached an agreement on how Gaofeng Capital and Gree Electric Appliances management will cooperate after the share transfer.
Zhang Lei, Founder and CEO of Gao Capital Capital
However, from the final signing of the share transfer agreement, the management of Gree Electric led by Dong Mingzhu has won a lot of space for himself.
In addition to the equity incentives and no actual controller mentioned above, Dong Mingzhu also took Gree’s management to become one of the shareholders of the transferee Zhuhai Mingjun general partner (GP)-this is also Gao Yi One of the “measures to maintain management stability and a plan for cooperation with management” put forward by the party.
On September 26, Dong Mingzhu and 17 Gree Electric executives registered and established an equity investment company, Gezhen Investment. Dong Mingzhu’s own shareholding reached 95.2%. After the completion of the transfer, Gezhen Investment will hold 41% of Zhuhai Yuxiu Investment Management Co., Ltd.
According to the disclosure of Gree Electric, Zhuhai Yuxiu is the general partner (GP) of Zhuhai Xianying, and Zhuhai Xianying is the general partner (GP) of Zhuhai Mingjun. The equity penetration is more complicated. In simple terms, Dong Mingzhu and Gree Electric Management also occupy a certain position in Zhuhai Mingjun’s governance structure.
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