This article**: Times Weekly Author: Zhang Zhao, Wang Ting.
100% owned Gree Titanium shares, which was at least 7 years later than Dong Mingzhu expected.
On the evening of December 19, 2023, Gree Electric (000651SZ) issued an announcement on foreign investment and related party transactions, saying that 12 counterparties have signed the "Share Transfer Agreement" and intend to transfer their total holdings of Gree Titanium 27.1 billion shares (24.4 percent of its total share capital.)54%), and the transaction price is 101.5 billion yuan. The board of directors of Gree Electric also authorized the company's management to choose an opportunity to acquire Gree Titanium in the next 12 months no more than 30.4 billion shares.
At present, Gree Electric holds Gree Titanium 3047% equity, if successfully completed 2With the transfer of 7.1 billion shares, Gree Electric will control 72 of Gree Titanium's total share capital47% of the voting rights, of which 55 are directly held by Greti01% of the shares, through the voting rights entrustment arrangement, owns about 1The voting rights corresponding to 9.3 billion shares account for 1746%。
If in the next 12 months, Gree Electric continues to increase its holdings in Gree Titanium, and the total does not exceed 30.4 billion shares (accounting for 27.7 of Greti's total share capital.)53%), then Gree Electric Appliances and Dong Mingzhu, chairman of Gree Electric Appliances, will hold a total of 100% of Gree Titanium.
As for the reason for increasing the shareholding of Gree Titanium, the relevant person in charge of Gree Electric Appliances told the Times Weekly reporter that as an important part of the layout of the new energy strategy, Gree Electric intends to increase its holdings of Gree Titanium shares, so that the strategic importance of Gree Titanium and the shareholding ratio are more matched.
The person in charge also said that Gree's new energy business is expanding its territory from point to line, from line to surface, and has gradually become an important component of Gree's diversified development strategy. In the future, Gree will continue to deepen the strategic layout in the field of new energy.
Why do we want to increase our holdings in Gree Titanium, the reason given by Gree Electric to the outside world is the new energy strategy, and the promotion of the new energy strategy is for diversified development and long-term development.
As for why Gree Electric has a "soft spot" for Gree Titanium, it still needs to start from 7 years ago.
Acquired Zhuhai Yinlong, the first battle was lost.
Gree Titanium was formerly known as Zhuhai Yinlong.
On March 7, 2016, Gree Electric Appliances issued an announcement on the suspension of issuing shares to purchase assets, saying that the company is planning to issue shares to purchase assets, and the subject of the transaction is Zhuhai Yinlong New Energy, hereinafter referred to as "Zhuhai Yinlong"), and the company continues to suspend trading.
Two months before this (January 2016), Gree Electric said in an institutional survey that the company would consider doing some cross-industry mergers and acquisitions, because in the air conditioning industry, whether it is domestic or foreign acquisitions, it will not help the company much in terms of technology, at most it is the value of some channels, and the value of mergers and acquisitions is not high.
On August 19, 2016, Gree Electric Appliances, which had been suspended for about half a year, disclosed the report (draft) on the issuance of shares to purchase assets and raise matching funds and related party transactions (hereinafter referred to as the "draft"), which was proposed to be 1300 billion yuan of ** to all 21 shareholders of Zhuhai Yinlong issued shares to purchase a total of 100% of the shares of Zhuhai Yinlong.
At the same time, Gree Electric also disclosed that it intends to raise no more than 10 billion yuan from the non-public issuance of shares to 8 specific investors, including Gree Group, Gree Electric Employee Stock Ownership Plan, JETCO Investment Group, Zhuhai Tuojin, Zhuhai Rongteng, CITIC**, Sun Guohua and Zhaocai Hongdao, for Zhuhai Yinlong's subsequent business development and capacity expansion, including Hebei Yinlong's annual output of 146.2 billion Ah lithium battery production line project, Hebei Yinlong annual output of 200MWh energy storage module production base construction project, Hebei Guangtong annual output of 320,000 pure electric special vehicles modified production base construction project and other projects.
According to the draft, the domestic air conditioning market has reached a mature and saturated stage, so Gree Electric is eager to seek transformation, timely cut into emerging industries and markets that have both growth potential, and match the corresponding scale, and at the same time have obvious matching and synergistic effects with their core competitiveness and specialties, thereby bringing new revenue and profit growth points.
It was in this context that Zhuhai Yinlong was "chosen".
According to the announcement of that year, Zhuhai Yinlong mastered the technology of large-capacity energy-based lithium-ion energy storage batteries with lithium titanate as the anode material, and was mainly engaged in the research and development, production and sales of new energy vehicles and charging facilities, with 115 patents. As of the date of issuance of the evaluation report, it has signed letters of intent for cooperation with a number of companies and other car users, and has actually signed orders for more than 2,500 vehicles, with a contract amount of more than 3 billion yuan (excluding the national subsidy).Sales in 2016 are expected to reach at least 4,000 units.
Gree Electric said that after the completion of the transaction, Gree Electric will make an important layout in the field of lithium-ion batteries, new energy vehicles and energy storage through the acquisition of Zhuhai Yinlong, quickly master the core battery technology of lithium titanate with the help of its technology and market influence, cut into the field of new energy vehicle production and research and development, and build the lithium-ion battery, new energy vehicle and energy storage business into an important business growth point for the company in the future through the synergy between the two parties.
For the acquisition of the draft, Dong Mingzhu said at the first briefing that this is indispensable for the future of Gree Electric Appliances to manufacture smart home batteries, after the acquisition of Zhuhai Yinlong, its battery technology has become its own technology, giving a solid foundation for the development and construction of energy storage equipment required in future public places.
In September 2016, Gree Electric said in an institutional survey that Zhuhai Yinlong's lithium titanate technology is the best in the United States, and the product quality has been recognized by the market and customers, and the application prospects in the field of new energy vehicles and energy storage are broad, and the two markets are 100 billion market size, which will help Gree Electric to achieve the next 100 billion growth goal.
Despite this, this 13 billion acquisition plan is still "stillborn".
On October 28, 2016, Gree Electric held a general meeting of shareholders to consider the relevant proposals for the transaction, according to the announcement of the resolution of the general meeting of shareholders, the voting results of the proposal to purchase assets by issuing shares were deliberated and passed, but 9 proposals related to the raising of matching funds were not passed, and at the same time, the proposal on the company's issuance of shares to purchase assets and raise matching funds and related party transactions in accordance with laws and regulations was not passed, and was opposed and abstained by most small and medium-sized investors.
On November 17, 2016, Gree Electric Appliances issued an announcement that it decided to terminate the planning to issue shares to purchase assets, the reason being that it was informed that the adjusted transaction plan failed to be approved by the shareholders' meeting of Zhuhai Yinlong, and Zhuhai Yinlong decided to terminate the transaction based on the voting results.
Dong Mingzhu saved the game, and the curve of World War II became the master.
However, the cooperation between Gree Electric and Zhuhai Yinlong did not end there.
On February 21, 2017, Gree Electric announced that it planned to sign a "Cooperation Agreement" with Zhuhai Yinlong to cooperate in the fields of intelligent equipment, molds, casting, automotive air conditioning, motor and electronic control, new energy vehicles, and energy storage. On a year-by-year basis, the total amount of preferential procurement between Party A and Party B shall not exceed RMB 20 billion. At the same time, it was also disclosed that Dong Mingzhu was already a shareholder of Zhuhai Yinlong, with a shareholding ratio of 10%.
It is worth noting that Tianyancha shows that on December 26, 2016, the registered capital of Zhuhai Yinlong increased by 2885% to 110.3 billion yuan;On February 24, 2017, Dong Mingzhu became the company's shareholding ratio of 17The second largest shareholder of 4,627%, he soon became a director of the company.
According to public information, after this round of capital increase, the valuation of Zhuhai Yinlong reached 13.4 billion yuan.
After Dong Mingzhu's personal curve became a shareholder, Zhuhai Yinlong also began to launch an IPO.
On March 31, 2017, the market type of Zhuhai Yinlong was changed to other shares *** unlisted), and 3 independent directors were added. On May 17 of the same year, Zhuhai Yinlong went through the counseling registration with the Guangdong Securities Regulatory Bureau, and accepted the publicity, and the counseling agency officially opened the IPO road of A-shares for China Merchants ** shares.
According to Gree Electric's reply to the Shenzhen Stock Exchange's "Letter of Concern" announcement, Zhuhai Yinlong's revenue in 2014 and 2016 was 34.8 billion yuan, 386.2 billion yuan, 789.8 billion yuan, net profit was -26.6 billion yuan, 41.6 billion yuan, 83.6 billion yuan. However, in the past three years, the amount of national subsidies declared by Zhuhai Yinlong was 55.5 million yuan and 101.6 billion yuan, 213.5 billion yuan, the subsidy amount is much higher than its profit.
Source: Gree Electric Announcement).
In addition, with the deepening of the cooperation between Gree Electric Appliances and Zhuhai Yinlong, the problems of Zhuhai Yinlong over the years have gradually been exposed.
Gree Electric disclosed on April 26, 2018 that Zhuhai Yinlong achieved an operating income of 87 in 20175.2 billion yuan, net profit of 26.8 billion yuan, with total assets of 31.5 billion yuan as of the end of 20171.2 billion yuan, with total liabilities of 2376.7 billion yuan. Its net profit has fallen by 67% year-on-year94%。
In addition, Zhuhai Yinlong sold only 3,355 pure electric buses in 2017, a sharp decrease from 2016.
According to the data disclosed by Gree Electric Appliances, Zhuhai Yinlong sold more than 5,000 pure electric buses in 2016, nearly double that of 2015In 2017, the sales target for new energy vehicles is expected to be about 30,000 units.
Not only did the bus sales data fall short of expectations, but Zhuhai Yinlong was also exposed to other negatives.
According to the ** Times and other reports at that time, Zhuhai Yinlong once faced crises such as being visited by ** merchants to collect debts, large-scale production cuts, declining orders, and employee vacations. **In late May 2018, Times E Company visited Yinlong's Zhuhai headquarters and Luoyang project base, and found that the battery industry in Zhuhai Park was basically stagnant, and the Luoyang project was still barren for half a year.
At the beginning of 2018, Zhuhai Yinlong's IPO road also came to an abrupt end. On May 30, 2018, the Guangdong Regulatory Bureau of the China Securities Regulatory Commission** disclosed that the latest phase of the Guangdong jurisdiction has reported the progress of the counseling work of the proposed listed companies. This ** shows that the counseling status column of Zhuhai Yinlong has been displayed as "Counseling Terminated", and the latest progress is January 17, 2018.
At the same time, Zhuhai Yinlong has also carried out drastic reforms.
On November 28, 2017, Wei Yincang stepped down as chairman of Zhuhai Yinlong, and Sun Guohua, general manager, also served as chairman. On April 8, 2018, Sun Guohua ceased to be the chairman and general manager of the company, and Lu Chunquan took over as chairman and Lai Xinhua took over as general managerThe legal representative and person in charge of the company were also changed from the original Wei Yincang to Lai Xinhua.
Dong Mingzhu said in an interview with a reporter from "Chinese Entrepreneur" in 2018, "There must be something wrong with the company, otherwise the founding team would not have to sell." I also realized that there was a problem with Yinlong's management before, but I really didn't expect the problem to be so serious. ”
On November 13, 2018, Zhuhai Yinlong WeChat *** issued a document stating that the company's new board of directors, board of supervisors and company management found that the former chairman Wei Yincang and the former president Sun Guohua were suspected of embezzling the company's interests by illegal means with an amount of more than 1 billion. At present, the company has filed a civil lawsuit with the Zhuhai Intermediate People's Court, and the Zhuhai Municipal Public Security Bureau Economic Investigation Detachment has reported the case, and the relevant agencies have officially accepted it.
On December 12 of the same year, Dong Mingzhu bluntly said at the 2018 CCTV Financial Forum and China Listed Companies Summit that Zhuhai Yinlong "is really a hole". At that time, Wei Yincang had already traveled from Hong Kong to the United States, and Sun Guohua had been restricted from leaving the country by the public security department.
Two years later, the case was closed. Wei Yincang, Sun Guohua and others were judicially auctioned off part of the equity of Zhuhai Yinlong held by Zhuhai Yinlong Investment Holding Group Co., Ltd. and Zhuhai Houming Investment *** Zhuhai Hongkai Software Technology ***. On August 31, 2021, Gree Electric invested 182.8 billion yuan won Zhuhai Yinlong 3 through judicial auction3.6 billion shares, accounting for 30 percent of the total share capital47%。
In addition, Gree Electric also arranged to own Zhuhai Yinlong 1. held by Ms. Dong Mingzhu through voting rights entrustmentAfter the completion of the transaction, Gree Electric Appliances will control Zhuhai Yinlong for a total of 5The voting rights corresponding to 2.9 billion shares, accounting for 47 percent of the total share capital93%, becoming the controlling shareholder of Zhuhai Yinlong.
Gree Electric announced on August 31, 2021 that due to corporate governance problems caused by illegal acts such as the alleged embezzlement of the company's interests by major shareholders, Zhuhai Yinlong's financing was limited, its production capacity was not fully released, and it suffered losses in the past two years. In 2020, Zhuhai Yinlong's operating income was 432.5 billion yuan, net profit -68.8 billion yuan;From January to July 2021, the company's operating income was 105.8 billion yuan, net profit -76.3 billion yuan. The starting price of the auction is 182.8 billion yuan, corresponding to the value of all the equity of Zhuhai Yinlong shareholders is 6 billion yuan.
After five years, Zhuhai Yinlong's valuation has shrunk by more than half.
Gree Electric said that after the completion of this transaction, the company will make full use of Zhuhai Yinlong's nano-scale lithium titanate technology, and on the basis of the existing lithium battery production capacity, promote the application of Zhuhai Yinlong's energy storage products in the company's energy storage-related electrical products, new energy and other sectors, and comprehensively accelerate the development of existing diversified business.
On November 9, 2021, Zhuhai Yinlong changed its name to Gree Titanium New Energy Co., Ltd. *** hereinafter referred to as "Gree Titanium").
After taking a stake in Gree Titanium, Gree Electric Appliances did begin to get involved in the energy storage and new energy sectors, but it is difficult to say that it has truly achieved diversified development.
Three battles of Gree Titanium, difficult to solve the dilemma of diversification.
At the end of 2023, Gree Electric will once again disclose that the announcement intends to be 101.5 billion yuan to increase the holdings of Gree Titanium 27.1 billion shares (24.4 percent of its total share capital.)54%), corresponding to a valuation of 413.6 billion yuan, a decrease of nearly 70% from the original high of 13.4 billion yuan.
However, the capital market is not optimistic about Gree Electric's increase in Gree Titanium. The day after the announcement, the share price of Gree Electric Appliances evaporated by more than 7% and the market value evaporated by more than 10 billion.
At 1:34 a.m. on December 21, 2023, Gree Electric released its 2023 performance forecast overnight, with a net profit of 27 billion yuan to 29.3 billion yuan attributable to the parent company, a year-on-year increase of 102% to 196%, and said that it will always focus on the main business of air conditioning, continue to carry out industrial transformation, and continue to make efforts in diversified fields such as high-end equipment, industrial products, and green energy.
But this is not the first time Gree has proposed diversification. For many years before, Gree's diversification was mainly focused on household appliances, which obviously did not succeed. In the first half of this year, Gree Electric's operating income was 9923.7 billion yuan, of which 7054% from air conditioning, 219%** for household appliances.
Cai Yan, an insider of Gree, said in an interview with a reporter from Times Weekly, "Diversification has been relying on air conditioning for so many years, which shows that diversification is a failure." ”
According to the observation of a reporter from Times Weekly, when Meng Yutong was in Gree, he often appeared in the "Pearl Yutong Selection" Douyin live broadcast room, mainly bringing household appliances. After she left, the name of the account was changed to "Gree Pearl Selection", and the number of interactions was far less than before Meng Yutong left. It was not only Meng Yutong who left, but the main male anchor who partnered with her at the time also did not appear on this account for a long time.
Dong Mingzhu failed to train Meng Yutong to become the next Li Jiaqi, and he couldn't use this to make the household appliances business explode, so it can be said that he suffered a double setback in the live broadcast and household appliances business. "Terminal sales) is expensive, uncompetitive, and cannot be sold ......Every year, manufacturers will press some small household appliances that can't be sold to us. This is what a Gree dealer said to the Times, and it has also been confirmed by other dealers.
On December 24, 2023, in the "Gree Pearl Selection" Douyin store, the price of the fan coupon is between 240 yuan and 1300 yuan, the price of the cooling fan is basically more than 600 yuan, the circulating fan** is generally more than 400 yuan, and the floor fan and page fan*** are between 240 yuan and 640 yuan.
Liu Buchen, an analyst in the household appliance industry, also talked about this issue in an interview with a reporter from the Times Weekly, and he analyzed that Gree air conditioner has high sales because of consumer recognition, which does not mean that other products are the same, and Gree's other products other than air conditioners have not been widely recognized. However, the price of Gree household appliances should not be too low, which will hurt the brand and affect the sales of air conditioners.
Liu Buchen also said that the current air conditioning market is shrinking, and Gree Electric's revenue and profits in 2023 can still maintain growth, one of the main reasons is channel reform and dividing the profits of leading merchants.
At present, Wang Ziru is implementing channels in many provinces across the country, allowing dealers to directly purchase goods from Gree headquarters through the first merchants. Gree insiders interpreted Dong Mingzhu's behavior of taking Wang Ziru to be interviewed by the TV station, thinking that this was an endorsement of Wang Ziru and the reform of the channel.
In the face of the sluggishness of the air conditioning market and the setback of the household appliances business, Dong Mingzhu on the one hand increased efforts to implement channel reform to obtain more profits from the channel, and on the other hand, he made efforts to increase his holdings in new energy and Gree Titanium.
This time, Gree intends to promote the implementation of the company's green energy strategy through Gree Titanium, but this road has not been completed for 7 years.
Previously, Dong Mingzhu said in an interview with a reporter from the Times Weekly, "Gree Electric has molds, motors, electronic control and other industrial sectors, as well as automotive air conditioning products, and the acquisition of Yinlong will build product application scenarios for Gree, which will help expand the sales of Gree products in the automotive industry." It not only helps the development of Yinlong, but also makes technical reserves for Gree's future market expansion and expands the direction of product extension. ”
Although in the first half of this year, Gree Electric's green energy business revenue was 291.5 billion yuan, accounting for 2 percent of total revenue94%, which is higher than the income of household appliances. But Greti's data is still embarrassing.
Gree Electric's financial report for the first half of 2022 and 2023 disclosed that Gree Titanium's operating income in 2022 and the first half of 2023 was 25 respectively8.7 billion yuan, 14400 million yuan, net profit was -190.5 billion yuan, -17.1 billion yuan;As of the end of the first half of 2023, Gree Titanium has a total of 2431.1 billion yuan, with total liabilities of 2424.5 billion yuan, with an asset-liability ratio of 9973%。
For the development of Gree new energy business, Liu Buchen is not optimistic, he believes that the current main product of Gree titanium is buses, more and more private cars in China, squeezing the market space of buses, the market space of the bus itself is not large, and the demand is not high.
At present, the new energy vehicle products displayed on the official website of Gree Titanium are mainly commercial vehicle series based on buses, as well as municipal vehicles, commercial vehicles, logistics vehicles, ferry vehicles, forklifts and other special vehicle series.
Source: Gree Titanium official website homepage).
In terms of buses, the Times Weekly reporter checked the sales ranking list of new energy buses above 6 meters from January to November 2023, and there is still no Gree titanium figure in the top ten.
In the energy storage scenario, the safety of lithium titanate batteries is indeed a big advantage, Dong Mingzhu has repeatedly talked about the importance of safety in the energy storage industry, and publicized lithium titanate batteries "no, no", but lithium titanate batteries are still not the mainstream technology in the energy storage market.
In the case of no major breakthrough in new energy buses, energy storage and batteries, Gree still chooses to continue to increase its holdings.
Gree Electric announced on December 21, 2023 that in order to accelerate the company's intention to increase its holdings in its holding subsidiary Gree Titanium by transferring the shares held by existing shareholders, it will help the company strengthen the management and control of Gree Titanium, give full play to the synergy between the two parties, reduce internal management costs, and respond more actively and proactively to the rapid development and changes of the new energy industry.
On December 15, 2023, the announcement after the approval of the construction land (industrial) planning permission issued by the Zhuhai Municipal Bureau of Natural Resources shows that a plant construction project of Gree Titanium has obtained a permit, and the land use is industrial land, with a land area of 3460,000 square meters, the land acquisition method is "transfer", and the date of issuance is December 5.
This piece of land is located on the north side of Jinhu Road, Sanzao Town, Jinwan District, Zhuhai City, west of Hongyang Road, and the headquarters of Gree Titanium is located at No. 16, Jinhu Road, Sanzao Town, Jinwan District, Zhuhai City460,000 square meters of land to build a factory.
Cai Yan, who has worked in Gree for many years, said that the stock price of Gree Electric Appliances fell sharply after the announcement of the increase in Gree Titanium, because Gree Titanium is a bottomless pit that burns money, and Jinshan Yinshan will also be hollowed out, but there is no way, "Dong Mingzhu will not turn back on what he decides." ”
Cai Yan and Shi Xinyi are pseudonyms in the article).