Lei Jianping on December 26
In just one and a half months, the Gu family of Gujia Home Furnishing (stock code: "603816") will cash out 1.42 billion yuan less.
Gujia Home Furnishing recently announced that the controlling shareholder Gujia Group and its concerted actor TB Home Limited (hereinafter referred to as "TB Home") and the actual controllers of the company, Ms. Gu Jiangsheng, Gu Yuhua and Ms. Wang Huoxian, signed the "Supplementary Agreement to the Strategic Cooperation and Share Transfer Agreement of Gujia Home Furnishing Co., Ltd." (hereinafter referred to as the "Supplementary Agreement to the Strategic Cooperation and Share Transfer Agreement") with Ningbo Infore Ruihe Investment Management Co., Ltd. (hereinafter referred to as "Infore Ruihe Investment") on December 25, 2023 ”）。
Infore Ruihe Investment acquired a total of 241,838,695 shares of Gujia Home held by Gujia Group and TB Home by way of agreement transfer, accounting for 29.42% of the total share capital of Gujia Home, and the transfer price was adjusted to RMB 36.7187 per share, and the total transfer price was adjusted to RMB 8.88 billion.
In November 2023, the agreement reached at that time was that Infore Ruihe Investment transferred a total of 241,838,695 shares of Gujia Home held by Gujia Group and TB Home by way of agreement transfer, accounting for 29.42% of the total share capital of Gujia Home, with a transfer price of 42.5846 yuan per share and a total transfer price of 10.3 billion yuan.
He Jianfeng, the "prince" of the United States and the only son of He Xiangjian, bargained with the Gu family, and the purchase price dropped directly from 10.3 billion to 8.88 billion. And Gu Jiangsheng's family is still willing to take the controlling stake, which also shows that it is resolute.
Gu Jiangsheng may remain in the position of chairman
After the completion of the transaction, Infore Ruihe Investment held 29.42% of the shares, becoming the largest shareholder of the company, and the Gu Jiangsheng family's shareholding decreased to 18.02%. The controlling shareholder of Gujia Home Furnishing has been changed from Gujia Group to Infore Ruihe Investment, and the actual controller of the company will also be changed from Gu Jiangsheng, Gu Yuhua and Ms. Wang Huoxian to He Jianfeng.
After the completion of this transaction, Infore Ruihe Investment will become the controlling shareholder of Gujia Home.
The total price of the share transfer will be paid in two installments, with the first tranche being about 85.59% of the total share transfer price and the second tranche being about 14.41% of the total share transfer price.
The number of members of the board of directors of Gujia Home Furnishing has been increased from 5 to 9, of which the transferee has the right to nominate 3 candidates for non-independent directors and 2 candidates for independent directors, and the 2 independent directors nominated by the transferee are nominated to serve as the chairman (convener) of the audit committee of the board of directors and the remuneration and assessment committee of the board of directors of Gujia Home respectively.
The chairman of Gujia Home Furnishing shall be recommended by the transferee (the transferee intends to recommend Gu Jiangsheng, the new chairman of the board of directors after the closing date) and shall be elected by the board of directors of Gujia Home Furnishing in accordance with the law.
As of today's close, the share price of Gujia Home Furnishing was 34.98 yuan, with a market value of 28.75 billion yuan, while at the beginning of the transaction, the share price of Gujia Home Furnishing was about 39.4 yuan, with a market value of about 32.4 billion yuan.
Gujia Home Furnishing's revenue in the first three quarters was 14.1 billion
According to reports, Gujia Home Furnishing was established in 1982, focusing on the research, development, production and sales of customized furniture products for living rooms, bedrooms and whole houses. In October 2016, Gujia Home Furnishing was listed on the Shanghai Stock Exchange.
In the first three quarters of 2023, Gujia Home's revenue was 14.136 billion yuan, a year-on-year increase of 2.72%, net profit was 1.5 billion yuan, a year-on-year increase of 7%, and net profit after deducting non-profits was 1.365 billion yuan, a year-on-year increase of 6.53%.
Among them, Gujia Home's revenue in the third quarter of 2023 was 5.258 billion yuan, a year-on-year increase of 10.78%, net profit was 578 million yuan, a year-on-year increase of 12.74%, and net profit after deducting non-profits was 527 million yuan, a year-on-year increase of 5.38%.
The government subsidy included in the first three quarters of 2023 will be 164 million yuan, of which the government subsidy included in the third quarter will be 47.01 million yuan.
As of September 30, 2023, Gujia Group Co., Ltd. held 25.47% of the shares, TB Home Limited held 13.97% of the shares, Hong Kong Securities Clearing Co., Ltd. held 5.7% of the shares, Wuhu Jianxin Dingxin Investment Management Center (Limited Partnership) held 5% of the shares, and Gujia Group Co., Ltd. - Gujia Group Co., Ltd. held 4.03% of the shares held by the special account for the pledge of the 2021 non-public issuance of exchangeable corporate bonds (Phase II);
As of September 30, 2023, the shareholding structure of Gujia Home
Gujia Group Co., Ltd.-Gujia Group Co., Ltd. 2021 non-public issuance of exchangeable corporate bonds pledged special account holds 3.97%, Hangzhou Jintou Qianzhen Enterprise Management Partnership (Limited Partnership) holds 1.97%, Chinese Life Asset Management-Guangfa Bank-China Life Asset-Dingkun Advantage Selection 2122 Insurance Asset Management Products holds 1.72%, Li Donglai holds 1.65%, Chinese Life Insurance Co., Ltd.-Traditional-General Insurance Products-005L-CT001 Shanghai holds 1.2%.
Gujia Group, the controlling shareholder of the Company, holds a total of 275,130,401 shares of the Company, of which 32,670,000 shares are deposited in the special pledge account for Gujia Group's 2021 non-public issuance of exchangeable corporate bonds, and 33,086,208 shares are deposited in the pledge account for Gujia Group's 2021 non-public issuance of exchangeable corporate bonds (Phase II).
Gu Jiangsheng holds 66% of the equity of Gujia Group, Gu Yuhua and Wang Huoxian hold 60% and 40% of the equity of TB Home respectively, Gu Yuhua and Wang Huoxian are husband and wife, and Gu Jiangsheng is the son of Gu Yuhua and Wang Huoxian, so Gujia Group and TB Home constitute persons acting in concert.
At present, the shares of Gujia Group Co., Ltd. and TB Home Limited are in a pledged state.
He Jianfeng's group has an annual revenue of nearly 20 billion
Infore Group, which is ready to take over, was established in 1994 and has been 29 years since then. The chairman of Infore Group is the only son of He Xiangjian, the actual controller of Midea Group, He Jianfeng.
He Jianfeng currently serves as a director of Midea Group, but does not participate in the daily operation of Midea Group, which is responsible for the operation of a team of professional managers headed by Fang Hongbo, chairman and president of the company.
Infore Group's industrial layout in the five major fields of environment, culture, investment, science and technology, and consumption, has listed companies "Infore Environment", "Baina Qiancheng", and also has brands such as Momi Children's Wear and Huayi International, with a business scale of nearly 20 billion yuan in 2021.
Behind this seeking to control Gujia Group, Infore Group is also seeking to further expand and integrate its business territory.
In the early years, Gu Jiangsheng followed his father Gu Yuhua to cultivate the family business. After Gu Yuhua handed over the business to Gu Jiangsheng, Gu Jiangsheng learned from Xi America and de-familialized the business.
For example, He Xiangjian handed over the family industry to Fang Hongbo, and Gu Jiangsheng poached Li Donglai, vice president of Midea Group, from Midea to be the president of the company.
From this point of view, it is not surprising that Gu Family Home Furnishing and He Jianfeng, the eldest son of Midea, talk about cooperation.
At present, Midea Group is also in capital operation, has submitted a prospectus, and is preparing to be listed on the Hong Kong Stock Exchange. Once listed on the Hong Kong Stock Exchange, Midea Group will be listed on both Hong Kong stocks and A-shares.
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