For a long time, Guangdong Aoma Refrigerator Co., Ltd. (hereinafter referred to as “Oma Refrigeratorâ€) contributed more than 90% to the main business income of Omag. However, such "cash cows" have fallen to the point of "not waiting to see" in the eyes of Omar.
On June 29 this year, Oma Electric and Wang Jiyun and other five natural persons signed the "Equity Transfer Agreement on Guangdong Omar Refrigerator Co., Ltd.", and then signed a supplementary agreement. Oma Electric plans to transfer 10 million yuan to the Omar refrigerator 40%. Equity.
However, the equity transfer has recently turned around. At the 3rd Extraordinary General Meeting of 2018 held by Omar Electric on August 6, the proposal to sell a 40% stake in Omar Refrigerator was rejected.
Earlier, Omar Electric said that the sale of Omar refrigerator equity is conducive to optimizing the company's asset structure, improving asset liquidity, and can increase the prospects for resource investment in a broader financial technology-related business. The relevant motion was rejected, what impact will the company have? The "Securities Daily" reporter wants to interview Omar Electric on this issue, but the company's secretary-general He Shiqiong's phone has never been answered, the interview outline issued by the reporter, the company's securities Affairs representative Zhou Jianghai said, "He is always on a business trip and has no time to reply."
Proposed to sell 40% stake in Omar Refrigerator
The announcement issued by Oma Electric showed that on June 29, the company signed the “Equity Transfer Agreement on Guangdong Omar Refrigerator Co., Ltd.†with Wang Jiyun, Yao Youjun, Liu Zhancheng, Yu Weibao and Wu Shiqing; on July 20, the company and Wang Jiyun, Yao Youjun, Liu Zhancheng, Yu Weibao, Wu Shiqing, Hexin Investment, Heli Investment and Hequn Investment signed the Supplementary Agreement on Equity Transfer of Omar Refrigerator. The company intends to sell 40% equity of Omar Refrigerator in cash, with a transfer price of 1 billion yuan. Liu Zhancheng and Yu Weibao are the executive partners of Heli Investment and Hequn Investment respectively. At the same time, the two have served as directors, deputy general managers and deputy general managers of Omar Electric respectively. The transaction constitutes a connected transaction.
In fact, the sale of refrigerator shares by Omar Electric appears to be more abrupt. In the 2017 annual report, Omar Electric also stated in the strategic development plan for the refrigerator industry that it should “optimize the product structure and strive to increase the market share of the middle and high-end products.â€
As one of the main sources of Oma's electrical revenue, the Omar refrigerator has contributed. Relevant data show that from 2012 to 2014, Omar refrigerator realized operating income of 3.455 billion yuan, 4.257 billion yuan and 4.461 billion yuan respectively. In 2015, in the face of weak industry demand and increasingly fierce competition, Omar Electric began to expand the Internet finance field and established the dual main business operations of financial technology and refrigerator business. However, Omar refrigerators still account for a large proportion of the company's revenue contribution. From 2015 to 2017, Omar Refrigerator realized operating income of 4.699 billion yuan and 4.72 billion yuan, respectively, of 6.229 billion yuan, accounting for 99.92%, 93.63% and 89.44% of operating income respectively.
For the sale of 40% stake in Omar Refrigerator, Oma Electric said that the refrigerator industry is a fully competitive industry. In recent years, the industry has been affected by factors such as rising raw material prices and changes in the international trade environment. The competition in the industry has become increasingly fierce. R&D, manufacturing, marketing, and attention have all put forward new requirements. This transaction is conducive to optimizing the company's asset structure, improving the company's asset liquidity, and is also conducive to adapting to the needs of the company's strategic development in the future, and expanding the financial technology-related business with broader resource investment prospects to enhance the company's asset profitability. At the same time, since the transaction transferee is an enterprise invested by the management staff of Omar Refrigerator, this move is also beneficial to optimize the ownership structure of Omar Refrigerator and meet the long-term development needs of the refrigerator business.
The sale of refrigerator equity by Omar Electric has also received a lot of attention from the regulatory authorities. On July 19, the management department of the SME Board of the Shenzhen Stock Exchange issued an inquiry letter asking six questions on the matter to ask Omar Electric to answer.
The major shareholder "Bao Tuan" voted against
The turning point of the incident occurred on August 6th. On the same day, Omar Electric held the third extraordinary shareholders meeting in 2018, and the proposal was about the sale of 40% equity of Omar Refrigerator. Judging from the announcement of the resolutions of the shareholders' meeting disclosed by the company, three proposals were rejected on the same day, namely, the “Proposal on Disposal of 40% Equity of Omar Refrigeratorâ€, “Proposal on Signing of Omar Electric and Wang Jiyun, etc.†The bill in force.
The shareholders of the meeting passed 16 people who voted on-site and online, representing 363 million shares, accounting for 33.50% of the total shares of the listed company. The three proposals agreed to 46.274 million shares, accounting for 12.74% of the shares held by all shareholders attending the meeting; against 317 million shares, accounting for 87.26% of the shares held by all shareholders attending the meeting. It is worth mentioning that from the total voting situation of small and medium shareholders, the number of shares agreed to account for 99.99% of the shares held by minority shareholders at the meeting. This also means that the majority of the votes are against major shareholders with more shares.
Judging from the top ten shareholders of the 2017 annual report disclosed by Oma Electric, except for the actual controller Zhao Guodong, the shareholdings of other shareholders are less than 100 million shares. Since the blacks reached 317 million shares, it can be judged that several major shareholders, "Bao Tuan", voted against it.
A researcher from the home appliance industry in a private equity firm in Shenzhen told the Securities Daily that “from the assessment and evaluation of the Omar refrigerator by the evaluation agency, the 100% equity of Omar Refrigerator was valued at 2.503 billion yuan, considering the net profit of Omar Refrigerator 2017. 1.93 billion yuan, the valuation is 12.9 times PE. The dynamic valuation of listed company Oma Electric is 30.4 times PE. Obviously, the price is not fair, there is suspicion of interest transmission, which may be one of the important reasons for the motion being rejected. ."
The reporter also noticed that although Oma Electric began to build the "Fridge + Financial Technology" dual main business in 2015, and invested heavily in financial technology, it did not contribute much to the company's revenue. 2017 company information and Technical services realized operating income of 549 million yuan
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