shanghai highly (group) co., ltd. indicative announcement ... · the company has received on...
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Stock Code: 600619 (A-share), 900910 (B-share) Announcement No.: Current 2017-037
Stock Name: Highly A, Highly B
Bond Code: 122230
Bond Name: 12-SSE-Highly
Shanghai Highly (Group) Co., Ltd.
Indicative Announcement on Alteration in Shareholder’s Holding
Shanghai Highly (Group) Co., Ltd. (hereinafter referred to as the “Company” or “Highly Group”) and all the members of its Board of Directors hereby guarantee that the information presented in this Announcement is factual, accurate and complete. And they shall be jointly and severally liable for any false representations, misleading statements or material omissions in this Announcement. The English version of this Announcement is for reference only. Important contents: ● This shareholding alteration is a shareholding increase and does not involve a tender offer. ● This shareholding alteration does not cause the Company’s controlling shareholder or actual controller to change. The Company has received on September 20, 2017 the Shareholding Alteration Report (Short Form) of Shanghai Highly (Group) Co., Ltd. issued by Gree Electric Appliances, Inc. of Zhuhai (“Gree”), with details provided as follows: I Basic Information about this Shareholding Alteration 1. Profile of Information Disclosure Obligor
Company name Gree Electric Appliances, Inc. of Zhuhai
Registered address Qianshan Jinji West Road, Zhuhai, Guangdong Province
Date of establishment 12/13/1989
Legal representative Dong Mingzhu
Registered capital RMB6,015,730,878
Credibility code 91440400192548256N
Business nature Joint stock company with limited liability (listed)
Business scope
The import and export of goods and technologies (excluding items
banned by laws and administrative regulations; items restricted by laws
and administrative regulations shall be subject to the permit); R&D,
manufacturing and sale of pumps, valves, compressors and similar
machineries, and general equipment like draught fans and packaging
equipment; motors, transmission and distribution equipment and the
control devices; electric wires, cables, optical cables and electrical
appliances; household refrigeration appliances, household air
conditioners and the associated spares; central air-conditioning, cooling
equipment, air-conditioning equipment, clean air-conditioning, heating
equipment, ventilating devices; heat pump water heaters, integrated
products of air-conditioning and heat water, gas furnaces for hot water
and heating, gas heating equipment for hot water, energy-efficient
equipment with thermal energy, electromechanical devices and
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supporting parts; fresh air system and haze removal equipment with the
fresh air system; communication terminal equipment and relevant
accessories; separation and purification equipment of gas and liquor
and relevant accessories; household electrical appliances for cleaning,
household electrical appliances for kitchen, household electrical
appliances for ventilating, and other household electrical appliances
and relevant accessories; installation project of building mechanical
and electrical equipment, swimming pool water treatment, and central
hot water project; sale, installation and maintenance; central
air-conditioner, refrigeration, air-conditioner equipment, clean
air-conditioner, heating equipment, and ventilation devices; heat-pump
water heaters, product for air-conditioner and hot water, hot water
furnace equipment from gas heating, hot water equipment from gas
heating, saving equipment of thermal energy, fresh air and equipment
for removing haze of fresh air. wholesale: mechanical equipment,
hardware and electrical products; retail: household appliances and
electrical products.
Term of operation Joint stock company with limited liability and of permanent existence
Contact address Qianshan Jinji West Road, Zhuhai, Guangdong Province
Tel. 0756-8614883
2. Way of Shareholding Alteration Information disclosure obligor Gree obtained the Company’s shares through bidding at the stock exchange. Shareholding alteration:
Name of shareholder
Before After Number of shares held
Shareholding percentage
Number of shares held
Shareholding percentage
Gree 0 0 43,315,621 5% 3. Trading in the Company’s Stock in Previous Six Months Information disclosure obligor Gree’s trading activities in the Company’s stock through bidding at the stock exchange within the six months before the disclosure of this indicative announcement are provided as follows:
Name of shareholder
Way of trading
Date of purchase Purchase
Number of shares
Price range (RMB)
Gree Through
bidding at stock exchange
08/29/2017 9,969,418 11.64--12.078
Gree Through
bidding at stock exchange
08/30/2017 155,200 11.91--11.999
Gree Through
bidding at stock exchange
08/31/2017 480,000 12.63--12.75
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Gree Through
bidding at stock exchange
09/01/2017 1,610,935 12.37--12.6
Gree Through
bidding at stock exchange
09/04/2017 1,371,600 12.09--12.29
Gree Through
bidding at stock exchange
09/05/2017 200,000 12.19--12.24
Gree Through
bidding at stock exchange
09/06/2017 1,750,000 12.46--12.6
Gree Through
bidding at stock exchange
09/07/2017 2,563,460 12.29--12.5
Gree Through
bidding at stock exchange
09/08/2017 820,000 12.31--12.641
Gree Through
bidding at stock exchange
09/11/2017 3,470,475 12.48--12.99
Gree Through
bidding at stock exchange
09/12/2017 5,585,133 13--13.55
Gree Through
bidding at stock exchange
09/13/2017 4,518,100 13.48--13.998
Gree Through
bidding at stock exchange
09/14/2017 1,038,300 13.81-14.045
Gree Through
bidding at stock exchange
09/15/2017 364,100 13.95--14.05
Gree Through
bidding at stock exchange
09/18/2017 5,949,300 13.92--14.8
Gree Through
bidding at stock exchange
09/19/2017 3,469,600 14.69—15.45
II Subsequent Matters 1. After this shareholding alteration, Gree holds 43,315,621 shares in the Company, representing a stake of 5%. This shareholding alteration does not cause the Company’s controlling shareholder or actual controller to change. 2. As per the Securities Law, the Methods for Administration of Acquisitions of Listed
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Companies and other applicable laws and regulations, the said information disclosure obligor Gree has prepared a short form shareholding alteration report. Please see the Shareholding Alteration Report (Short Form) of Shanghai Highly (Group) Co., Ltd. that Gree has asked the Company to disclose on September 21, 2017.
The Board of Directors of Shanghai Highly (Group) Co., Ltd.
September 21, 2017
Shanghai Highly (Group) Co., Ltd.
Shareholding Alteration Report (Short Form)
Listed company: Shanghai Highly (Group) Co., Ltd.
Place where the listed company’s stock is listed: Shanghai Stock Exchange
Stock Name: Highly A, Highly B
Stock Code: 600619 (A-share), 900910 (B-share)
Information disclosure obligor: Gree Electric Appliances, Inc. of Zhuhai
Venue: Qianshan Jinji West Road, Zhuhai, Guangdong Province
Address: Qianshan Jinji West Road, Zhuhai, Guangdong Province
Signed on September 20, 2017
Shanghai Highly (Group) Co., Ltd. Shareholding Alteration Report (Short Form)
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Statement of Information Disclosure Obligor
1. The information disclosure obligor prepares this report as per the Securities Law of
the People’s Republic of China (the “Securities Law”), the Methods for
Administration of Acquisition of Listed Companies (the “Acquisition Methods”), and
the Content and Format Standards No. 15 for Information Disclosure by Companies
Offering Securities to Public—Shareholding Alteration Report (the “Standards No.
15”), as well as other applicable laws and regulations.
2. According to the aforesaid laws and regulations, the information disclosure obligor
has disclosed in full detail the alterations of its shareholdings in Shanghai Highly
(Group) Co., Ltd. (“Highly Group”). As of the date of signing this report, except the
shareholding alteration disclosed in this report, the information disclosure obligor had
not increased or decreased in any other way its shareholdings in Highly Group.
3. The information disclosure obligor has been duly authorized and approved to sign
this report, without violating or conflicting with its articles of association or internal
rules.
4. This shareholding alteration has been carried out exactly as specified herein. No
other party than the information disclosure obligor has been assigned or authorized to
provide other information than what’s given herein, or to construe or interpret this
report.
5. The information disclosure obligor hereby warrants that the data or information
presented herein is free of any false representation, misleading statements or material
omissions.
Shanghai Highly (Group) Co., Ltd. Shareholding Alteration Report (Short Form)
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Table of Contents
Statement of Information Disclosure Obligor ........................................................... 2
Part I Definitions .......................................................................................................... 4
Part II Profile of Information Disclosure Obligor .................................................... 5
Part III Decision-Making and Purpose of this Shareholding Alteration ................ 8
Part IV Way of Shareholding Alteration ................................................................... 9
Part V Trading Activities in Listed Company’s Stock in Previous Six Months ... 10
Part VI Other Significant Events ............................................................................. 12
Part VII Statement of Information Disclosure Obligor ......................................... 13
Part VIII Documents Available for Reference ......................................................... 14
Exhibit ......................................................................................................................... 15
Shanghai Highly (Group) Co., Ltd. Shareholding Alteration Report (Short Form)
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Part I Definitions
In the Statement, unless the context otherwise defines, the definitions of the following
abbreviations are as follows:
Highly Group/the Listed
Company
Refer
to Shanghai Highly (Group) Co., Ltd.
The Report Refer
to
The disclosed Shareholding Alteration Report (Short
Form) of Shanghai Highly (Group) Co., Ltd.
Gree, Information Disclosure
Obligor
Refer
to Gree Electric Appliances, Inc. of Zhuhai
The Company Law Refer
to The Company Law of the People’s Republic of China
Administrative Rules on
Acquisition
Refer
to
Administrative Rules on Acquisition of Listed
Companies
No.15 Standard Refer
to
Content and Format Guidelines No.15 on Information
Disclosure for Companies Offering Their Securities to
the Public- Shareholding Alteration Report
The Shareholding Alteration Refer
to
Gree Electric Appliances, Inc. of Zhuhai acquires 5%
shares of Shanghai Highly (Group) Co., Ltd. through the
secondary market
CSRC Refer
to China Securities Regulatory Commission
SASAC Refer
to
State-owned Assets Supervision and Administration
Commission of the State Council
RMB Refer
to RMB Yuan
In the Statement, there may be a little difference in arrears between some total figures
and the sum of its parts, which is resulted from round-off.
Shanghai Highly (Group) Co., Ltd. Shareholding Alteration Report (Short Form)
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Part II Profile of Information Disclosure Obligor
I Profile of Information Disclosure Obligor
(I) Gree Electric Appliances, Inc. of Zhuhai (“Gree”)
Company name Gree Electric Appliances, Inc. of Zhuhai
Registered address Qianshan Jinji West Road, Zhuhai, Guangdong Province
Date of establishment 12/13/1989
Legal representative Dong Mingzhu
Registered capital RMB6,015,730,878
Credibility code 91440400192548256N
Business nature Joint stock company with limited liability (listed)
Business scope
The import and export of goods and technologies (excluding items
banned by laws and administrative regulations; items restricted by
laws and administrative regulations shall be subject to the permit);
R&D, manufacturing and sale of pumps, valves, compressors and
similar machineries, and general equipment like draught fans and
packaging equipment; motors, transmission and distribution
equipment and the control devices; electric wires, cables, optical
cables and electrical appliances; household refrigeration appliances,
household air conditioners and the associated spares; central
air-conditioning, cooling equipment, air-conditioning equipment,
clean air-conditioning, heating equipment, ventilating devices; heat
pump water heaters, integrated products of air-conditioning and heat
water, gas furnaces for hot water and heating, gas heating equipment
for hot water, energy-efficient equipment with thermal energy,
electromechanical devices and supporting parts; fresh air system and
haze removal equipment with the fresh air system; communication
terminal equipment and relevant accessories; separation and
purification equipment of gas and liquor and relevant accessories;
household electrical appliances for cleaning, household electrical
appliances for kitchen, household electrical appliances for ventilating,
and other household electrical appliances and relevant accessories;
installation project of building mechanical and electrical equipment,
swimming pool water treatment, and central hot water project; sale,
installation and maintenance; central air-conditioner, refrigeration,
air-conditioner equipment, clean air-conditioner, heating equipment,
and ventilation devices; heat-pump water heaters, product for
air-conditioner and hot water, hot water furnace equipment from gas
Shanghai Highly (Group) Co., Ltd. Shareholding Alteration Report (Short Form)
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heating, hot water equipment from gas heating, saving equipment of
thermal energy, fresh air and equipment for removing haze of fresh
air. wholesale: mechanical equipment, hardware and electrical
products; retail: household appliances and electrical products.
Term of operation Joint stock company with limited liability and of permanent existence
Contact address Qianshan Jinji West Road, Zhuhai, Guangdong Province
Tel. 0756-8614883
II Profile of Directors, Supervisors and Senior Executives (or Persons
Chiefly in Charge) of Information Disclosure Obligor
Name Position Nationality Long-term residence Right of residence of other
countries or regions
Dong Mingzhu
Chairman of the board,
president
China Zhuhai, Guangdong None
Ye Zhixiong
Director China Zhuhai, Guangdong None
Huang Hui
Director, executive president
China Zhuhai, Guangdong None
Zhang Jundu
Director China Hangzhou, Zhejiang None
Xu Zifa Director China Shijiazhuang, Hebei None Wang Ruzhu
Independent director
China Shanghai None
Lu Xin Independent
director China Guangzhou, Guangdong None
Guo Yang Independent
director China Beijing None
Xu Chuzhen
Chairman of the
Supervisory Board
China Zhuhai, Guangdong None
Guo Shuzhan
Supervisor China Zhengzhou, Henan None
Wang Liqin
Employee supervisor
China Zhuhai, Guangdong None
Zhuang Pei
Vice president
China Zhuhai, Guangdong None
Wang Jingdong
Vice president, financial
employee in charge,
secretary of the board
China Zhuhai, Guangdong None
Chen Weicai
Vice president
China Zhuhai, Guangdong None
Liu Jun Vice China Zhuhai, Guangdong None
Shanghai Highly (Group) Co., Ltd. Shareholding Alteration Report (Short Form)
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Name Position Nationality Long-term residence Right of residence of other
countries or regions president
Tan Jianming
Vice president
China Zhuhai, Guangdong None
III Basic Information about Other Listed Companies Domestic or
Overseas of which the Information Disclosure Obligor Holds
5%-plus of Equity
As of the signing date of the Report, there is no information about other listed
companies of which the information disclosure obligor holds 5%-plus of equity except
for Highly Group.
Shanghai Highly (Group) Co., Ltd. Shareholding Alteration Report (Short Form)
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Part III Decision-Making and Purpose of this
Shareholding Alteration
I The Purpose of the Shareholding Alteration
The shareholding alteration by Gree aims to build an international company with a
more enriched industrial chain by integrating quality resources and making use of
talent, information and innovation advantages of Shanghai, an international city.
II Whether the Information Disclosure Obligor Plans to continue to
increase the shareholding of the Listed Company or Dispose the held
shares in the coming 12 months
The information disclosure obligor will decide, within the 12 months from the signing
date of this report, when and by how many it will increase its shareholding in Highly
Group according to the then overall situation of the stock market, condition of Highly
Group, stock price of Highly Group and so on. If such shareholding alterations occur,
the information disclosure obligor shall perform its information disclosure and other
obligations in strict compliance with the applicable laws and regulations.
III Procedures of Authorization and Approval Performed by the
Information Disclosure Obligor after the Decision of the
Shareholding Alteration
No need to submit the shareholding alteration to the Board of Directors for approval.
Shanghai Highly (Group) Co., Ltd. Shareholding Alteration Report (Short Form)
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Part IV Way of Shareholding Alteration
I Way of Shareholding Alteration
The information disclosure obligor Gree increased its shareholding of Highly Group
through bidding at the stock exchange.
II Basic Information about the Shareholding Alteration
Gree held 0 shares or 0% of Highly Group before the shareholding alteration.
Gree holds 43,315,621 shares or 5% of Highly Group after the shareholding
alteration.
Gree will become one of shareholders with 5%-plus shares of Highly Group after the
shareholding alteration.
Details of the shareholding alteration are provided as follows:
Name of shareholder
Before After
Number of shares held
Shareholding percentage
Number of shares held
Shareholding percentage
Gree 0 0 43,315,621 5%
III Restriction of rights from shareholding the Listed Company’s
shares by the Information Disclosure Obligor
As of the signing date of the Report, there are no such cases where the rights from the
5% of Highly Group’s shares held by the information disclosure obligor are
restricted like being pledged or frozen.
Shanghai Highly (Group) Co., Ltd. Shareholding Alteration Report (Short Form)
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Part V Trading in the Company’s Stock in Previous Six
Months
Information disclosure obligor Gree’s trading activities in the Company’s stock
through bidding at the stock exchange within the six months before the disclosure of
this Shareholding Alteration Report (Short Form) are provided as follows:
Name of shareholder
Way of trading Date of purchase Purchase
Number of shares Price range
(RMB)
Gree Through bidding
at stock exchange
08/29/2017 9,969,418 11.64--12.078
Gree Through bidding
at stock exchange
08/30/2017 155,200 11.91--11.999
Gree Through bidding
at stock exchange
08/31/2017 480,000 12.63--12.75
Gree Through bidding
at stock exchange
09/01/2017 1,610,935 12.37--12.6
Gree Through bidding
at stock exchange
09/04/2017 1,371,600 12.09--12.29
Gree Through bidding
at stock exchange
09/05/2017 200,000 12.19--12.24
Gree Through bidding
at stock exchange
09/06/2017 1,750,000 12.46--12.6
Gree Through bidding
at stock exchange
09/07/2017 2,563,460 12.29--12.5
Gree Through bidding
at stock exchange
09/08/2017 820,000 12.31--12.641
Gree Through bidding
at stock exchange
09/11/2017 3,470,475 12.48--12.99
Shanghai Highly (Group) Co., Ltd. Shareholding Alteration Report (Short Form)
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Gree Through bidding
at stock exchange
09/12/2017 5,585,133 13--13.55
Gree Through bidding
at stock exchange
09/13/2017 4,518,100 13.48--13.998
Gree Through bidding
at stock exchange
09/14/2017 1,038,300 13.81-14.045
Gree Through bidding
at stock exchange
09/15/2017 364,100 13.95--14.05
Gree Through bidding
at stock exchange
09/18/2017 5,949,300 13.92--14.8
Gree Through bidding
at stock exchange
09/19/2017 3,469,600 14.69—15.45
Shanghai Highly (Group) Co., Ltd. Shareholding Alteration Report (Short Form)
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Part VI Other Significant Events
Up to the signing date of the Report, the information disclosure obligor has truthfully
disclosed the relevant information of the shareholding alteration according to relevant
regulations. Other significant information, which was needed to be disclosed but not
disclosed by information disclosure obligor according to applicable laws and in order
to avoid misunderstandings caused from the contents of the Report, was not existed.
Shanghai Highly (Group) Co., Ltd. Shareholding Alteration Report (Short Form)
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Part VII Statement of Information Disclosure Obligor
The information disclosure obligor hereby guarantees that the information presented
herein is factual, accurate and complete, and shall be jointly and severally liable for
any false representation, misleading statements or material omissions in this report.
Information disclosure obligor: Gree Electric Appliances, Inc. of Zhuhai
(company seal)
Legal representative (authorized representative) : Dong Mingzhu
September 20, 2017
Shanghai Highly (Group) Co., Ltd. Shareholding Alteration Report (Short Form)
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Part VIII Documents Available for Reference
I Documents Available for Reference
1. Business license of information disclosure obligor;
2. List and identification of directors, supervisors, and senior executives of
information disclosure obligor; and
3. The Report signed by information disclosure obligor.
II Place where These Documents Are Available
(I) Time
9:00-12:00 a.m.; 13:00-17:00 of working days.
(II) Place
The Report and the above-mentioned documents available for reference are kept in
Shanghai Highly (Group) Co., Ltd.
Investors can also check the full text of the Report on the website of Shanghai Stock
Exchange.
Shanghai Highly (Group) Co., Ltd. Shareholding Alteration Report (Short Form)
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Exhibit Basic information
Name of the
Listed
Company
Shanghai Highly (Group)
Co., Ltd.
Location of the Listed
Company
No. 888, Ningqiao Road,
pilot free trade zone of
China (Shanghai)
Stock name Highly A, Highly B Stock code 600619 (A-share),
900910 (B-share)
Name of
information
disclosure
obligor
Gree Electric Appliances,
Inc. of Zhuhai
Registered address of
information
disclosure obligor
Qianshan Jinji West
Road, Zhuhai,
Guangdong Province
Shareholding
alteration Increase√ decrease □
Parties acting in
concert Yes □ no √
Whether the
information
disclosure
obligor is the
first majority
shareholder of
the Listed
Company
Yes □ no √
Whether the
information
disclosure obligor is
the actual controller
of the Listed
Company
Yes □ no √
Method of
shareholding
alteration
(multiple
choices
allowed)
Centralized trading at stock exchange √ transfer by agreement □
Transfer of changes in administrative equity of state stock □
transfer by indirect methods □
New shares issued by the Listed Company □
executing the court decision □
Inherit □ bestowal □
Others □ (please indicate)
Number and
percentage of
shareholding in
the Listed
Company
before this
shareholding
alteration by
information
disclosure
obligor
Type of direct holding: non-restricted shares
Number of direct holding: 0
Percentage of direct holding: 0
Shanghai Highly (Group) Co., Ltd. Shareholding Alteration Report (Short Form)
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Number and
percentage of
shareholding
alteration
Type: non-restricted shares number: 43,315,621 percentage: 5%
Whether the
information
disclosure
obligor plans to
continue
increasing
shares within
next 12 months
Yes √ No □
Whether the
information
disclosure
obligor bought
or sold the
shares of the
Listed
Company on
secondary
market in the
last 6 months.
Yes √ No □
Whether exist
the situations
regulated in
Article 6 of
Acquisition
Method
Yes □ No √
Whether the
shareholding
alternation
needs to get the
approval and
the process of
the approval
Yes □ No √
Note: the shareholding alternation still needs to get the approval of SASAC and
other regulators (if any).
Shanghai Highly (Group) Co., Ltd. Shareholding Alteration Report (Short Form)
17
(Page for signature and seal for this Shareholding Alteration Report (Short Form) of Shanghai Highly (Group) Co., Ltd)
Gree Electric Appliances, Inc. of Zhuhai (company seal)
Legal representative (authorized representative): Dong Mingzhu
September 20, 2017