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


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


08/30/2017 155,200 11.91--11.999

Gree Through


08/31/2017 480,000 12.63--12.75

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Gree Through


09/01/2017 1,610,935 12.37--12.6

Gree Through


09/04/2017 1,371,600 12.09--12.29

Gree Through


09/05/2017 200,000 12.19--12.24

Gree Through


09/06/2017 1,750,000 12.46--12.6

Gree Through


09/07/2017 2,563,460 12.29--12.5

Gree Through


09/08/2017 820,000 12.31--12.641

Gree Through


09/11/2017 3,470,475 12.48--12.99

Gree Through


09/12/2017 5,585,133 13--13.55

Gree Through


09/13/2017 4,518,100 13.48--13.998

Gree Through


09/14/2017 1,038,300 13.81-14.045

Gree Through


09/15/2017 364,100 13.95--14.05

Gree Through


09/18/2017 5,949,300 13.92--14.8

Gree Through


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


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.


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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


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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.


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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


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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


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


Guo Shuzhan

Supervisor China Zhengzhou, Henan None

Wang Liqin

Employee supervisor


Zhuang Pei

Vice president


Wang Jingdong

Vice president, financial

employee in charge,

secretary of the board


Chen Weicai

Vice president


Liu Jun Vice China Zhuhai, Guangdong None


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Name Position Nationality Long-term residence Right of residence of other

countries or regions president

Tan Jianming

Vice president


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.


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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.


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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





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.


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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


at stock exchange

08/30/2017 155,200 11.91--11.999


at stock exchange

08/31/2017 480,000 12.63--12.75


at stock exchange

09/01/2017 1,610,935 12.37--12.6


at stock exchange

09/04/2017 1,371,600 12.09--12.29


at stock exchange

09/05/2017 200,000 12.19--12.24


at stock exchange

09/06/2017 1,750,000 12.46--12.6


at stock exchange

09/07/2017 2,563,460 12.29--12.5


at stock exchange

09/08/2017 820,000 12.31--12.641


at stock exchange

09/11/2017 3,470,475 12.48--12.99


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at stock exchange

09/12/2017 5,585,133 13--13.55


at stock exchange

09/13/2017 4,518,100 13.48--13.998


at stock exchange

09/14/2017 1,038,300 13.81-14.045


at stock exchange

09/15/2017 364,100 13.95--14.05


at stock exchange

09/18/2017 5,949,300 13.92--14.8


at stock exchange

09/19/2017 3,469,600 14.69—15.45


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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.


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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


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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


Investors can also check the full text of the Report on the website of Shanghai Stock

Exchange.


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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


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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).


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(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

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