格力地产股份有限公司收购报告书

Core Viewpoint - The acquisition of Gree Real Estate by Zhuhai Huafa Group is conducted through a state-owned asset transfer, allowing Huafa Group to indirectly hold 44.95% of Gree Real Estate's shares without the need to issue a public offer, as it meets the criteria set by the regulations [2][17]. Group 1: Acquisition Details - The acquisition involves the transfer of 100% equity of Zhuhai Investment Holdings Co., Ltd. to Zhuhai Huafa Group, which results in Huafa Group indirectly holding 44.95% of Gree Real Estate's shares [2][14]. - The acquisition has been approved by the Zhuhai State-owned Assets Supervision and Administration Commission, confirming compliance with relevant regulations [2][11]. - The acquisition is structured as a non-compensatory transfer of state-owned assets, which does not require payment for the shares [16]. Group 2: Shareholding Structure - Before the acquisition, Huafa Group did not hold any shares in Gree Real Estate, while Zhuhai Investment Holdings Co., Ltd. directly held 847,383,580 shares, representing 44.95% of the total share capital [14][15]. - Post-acquisition, Huafa Group will control the same percentage of shares through Zhuhai Investment Holdings, maintaining the existing control structure of Gree Real Estate [14][15]. Group 3: Financial and Operational Independence - The acquisition will not affect the operational independence of Gree Real Estate, as the company will continue to maintain its independent personnel, assets, finances, and operations [27][28]. - Huafa Group has committed to ensuring that Gree Real Estate remains independent in its operations and financial decisions, including maintaining a separate financial management system [27][30]. Group 4: Future Plans and Commitments - There are no immediate plans for Huafa Group to increase or decrease its stake in Gree Real Estate within the next 12 months [10]. - Huafa Group has no plans to alter Gree Real Estate's main business operations or make significant changes to its management structure in the near future [20][22].