For a long time, Guangdong Omar Refrigerator Co., Ltd. contributed more than 90% to Omar Electric's main business income. However, such 'cash cows' fell into the 'unwaited' in the eyes of Omar Electric.
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 proposal was rejected, what will be brought to the company? The impact? "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. For the reporter's interview outline, Zhou Jianghai, the company's securities affairs representative, said, 'He is always on a business trip, no time. 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 They are the executive partners of Heli Investment and Hezhong Investment respectively. At the same time, they have served as directors and deputy general managers and deputy general managers of Omar Electric respectively. The transaction constitutes a connected transaction.
In fact, Omar Electric's sale of refrigerator shares appears to be more abrupt. In the 2017 annual report, Omar Electric also expressed its intention to 'optimize product structure and strive to increase market share of high-end products in the strategic development plan of the refrigerator industry.'
As one of the main sources of Oma's electrical revenue, Omar refrigerators are indispensable. Relevant data show that from 2012 to 2014, Omar refrigerators realized operating income of 3.455 billion yuan, 4.257 billion yuan and 4.461 billion yuan. In 2015, faced In an environment of weak industry demand and increasingly fierce competition, Aoma 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. 2015-2017 In the year, Omar refrigerator realized operating income of 4.699 billion yuan, 4.72 billion yuan, 6.229 billion yuan, accounting for 99.92%, 93.63% and 89.44% respectively.
For the sale of 40% stake in Omar Refrigerator, Omar 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 will help optimize the company's asset structure, improve the company's asset liquidity, and also help the future to adapt to the company's strategic development needs, and increase the prospects for resource investment. To enhance the profitability of the company's assets for the broad financial technology-related business. 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 business of refrigerator business. Development needs.
Oma Electric's sale of refrigerator equity was also highly concerned by the regulatory authorities. On July 19, the management department of the SME Board of the Shenzhen Stock Exchange issued a letter of inquiry, asking six questions on the matter to ask Omar Electric to answer.
Major shareholder 'Bao Tuan' voted against
The turning point of the incident occurred on August 6th. On the same day, Oma Electric held the third extraordinary shareholders meeting in 2018, the proposal on the sale of 40% equity of Omar Refrigerator. From the announcement of the resolution of the shareholders' meeting disclosed by the company, there were three proposals on the same day. The veto was respectively the "Proposal on the Sale of 40% Equity of Omar Refrigerator", "Proposal on the Signing of Omar Electric and Wang Jiyun and Others", "Proposal on Signing the Conditional Entry into Force".
The shareholders of the meeting passed 16 on-site and online voting, 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 3.17 100 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 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 against opposition. The main ticket is the majority shareholder 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 negative votes reached 317 million shares, it can be judged that it should be The major shareholder '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 evaluation 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 in 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 Omar 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