Huatai United Securities Co., Ltd
About Ninestar Corporation(002180)
And the controlling shareholder of the company to Ninestar holdings company, an overseas holding subsidiary
Limited provides verification opinions on loans and related party transactions
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai united” or “independent financial consultant”) as an independent financial consultant for Ninestar Corporation(002180) (hereinafter referred to as “002180}” or “company”) to issue shares and pay cash to purchase assets and raise supporting funds and related party transactions in 2021, during the continuous supervision period, In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, The loan provided by Ninestar Corporation(002180) and Zhuhai Saina Printing Technology Co., Ltd. (hereinafter referred to as “Saina technology” or “controlling shareholder”) to Ninestar Corporation(002180) overseas holding subsidiary Ninestar Holdings Company Limited (hereinafter referred to as “Cayman joint venture”) was verified. The details are as follows:
1、 Overview of related party transactions
(I) basic information of related party transactions
In November 2016, Ninestar Corporation(002180) jointly established with PAG Asia Capital Lexmark Holding Limited (hereinafter referred to as “taimeng investment”) and Shanghai Shuoda Investment Center (limited partnership) (hereinafter referred to as “Shuoda investment”), acquired 100% equity of Lexmark international, Inc. (American Lexmark International Co., Ltd., hereinafter referred to as “Lexmark international”). As of the date of issuance of this verification opinion, the Cayman joint venture holds 100% equity of Lexmark international. On December 23, 2021, the company held the 26th meeting of the 6th board of directors, deliberated and passed the proposal on the issuance of convertible bonds and related party transactions by Ninestar Holdings Company Limited, an overseas holding subsidiary of the company. Ninestar Holdings Company Limited plans to issue 290 million US dollars of convertible bonds, Ninestar Corporation(002180) and the controlling shareholder Saina technology or their wholly-owned subsidiaries established overseas subscribed for us $90 million and US $200 million respectively. For details, please refer to the announcement on resolutions of the 26th meeting of the 6th board of directors (Announcement No.: 2021-131), the announcement on resolutions of the 21st Meeting of the 6th board of supervisors (Announcement No.: 2021-132) and the announcement on resolutions of the 26th meeting of the 6th board of supervisors disclosed by the company on December 24, 2021 Notice on the issuance of the general meeting of shareholders of Ninestar Holdings Company Limited, an overseas holding subsidiary (Announcement No.: 2021-133).
In view of the important progress made recently in the transaction related to relevant matters mentioned in the proposal of the 26th meeting of the sixth board of directors, the company has decided to cancel the proposal on the issuance of convertible bonds and related party transactions by the overseas holding subsidiary Ninestar Holdings Company Limited, which was originally submitted to the first extraordinary general meeting of shareholders in 2022, The company held the 27th meeting of the 6th board of directors on January 5, 2022, deliberated and passed the proposal on canceling the proposal on Issuing Convertible Bonds and related party transactions by Ninestar Holdings Company Limited, an overseas holding subsidiary, at the first extraordinary general meeting of shareholders in 2022, For details, please refer to the announcement on the resolution of the 27th meeting of the 6th board of directors (Announcement No.: 2022-001) disclosed by the company on January 6, 2022.
According to the regulatory requirements of relevant national departments, the company plans to adjust the above scheme of issuing convertible bonds to borrowing. Accordingly, in order to further promote the development of Lexmark international and enhance the profitability of Lexmark international, on February 5, 2022, the Cayman joint venture, as the borrower, signed a loan agreement with Ninestar Corporation(002180) and Saina technology with a total principal of US $367 million, borrowing US $167 million and US $200 million from Ninestar Corporation(002180) and Saina technology respectively, with an annual interest rate of 6%. The loan will expire five years after the signing date of the loan agreement. The Cayman joint venture shall pay the interest and the principal every year according to the terms of the agreement.
The purpose of the loan of the Cayman joint venture: (1) the Cayman joint venture will inject US $290 million into its subsidiary Lexmark international to optimize the asset liability structure of Lexmark international and support the operation of Lexmark International; (2) The remaining US $77 million is used by the Cayman joint venture to repurchase the shares of the Cayman joint venture held by taimeng investment and Shuoda investment. Source of funds: self owned funds.
(II) related party relationship of transaction parties
Saina technology is the controlling shareholder of Ninestar Corporation(002180) . According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies No. 7 – transactions and related party transactions, the loan of the Cayman joint venture constitutes a related party transaction.
2、 Basic information of related parties
Name of related party: Zhuhai Saina Printing Technology Co., Ltd
Nature of enterprise: joint stock limited company (Sino foreign joint venture, unlisted)
Registered address: room 105-65792, No. 6, Baohua Road, Hengqin new area, Zhuhai (centralized office area)
Main office location: 7th floor, building 1, No. 3883, Zhuhai Avenue, Xiangzhou District, Zhuhai
Legal representative: Wang Dongying
Registered capital: RMB 341052632
Unified social credit Code: 91440400787913312u
Business scope: R & D, production, processing and sales of self-produced laser printers, multi-dimensional printers, multi-functional (fax) all-in-one machines, laser toner cartridges, toner, ink cartridges, ink cartridge shells, color ribbons, belt frames, computer peripherals, multi-dimensional printer accessories, multi-dimensional printing consumables and accessories of the above products; Filling, processing and sales of recycled inkjet boxes and recycled laser printer toner boxes, as well as the processing and sales of accessories of the above products; Multidimensional printing service; Technology and consulting services related to computer and printer industry; Real estate leasing and other property leasing.
Date of establishment: April 24, 2006
Ownership structure:
Serial number shareholder name subscribed registered capital shareholding ratio
(RMB, yuan)
1 Zhuhai Hengxin Fengye Technology Co., Ltd 197407007 57.88%
2 SEINETECHNOLOGY LIMITED 102,112,025 29.94%
3 THINK HIGH INVESTMENTS LIMITED 16,104,400 4.72%
4 Zhuhai Haohao Technology Co., Ltd. 13350900 3.92%
5 Apex International Holdings Limited 12,078,300 3.54%
Total 341052632 100.00%
Main financial data: as of September 30, 2021, the unaudited main financial data of Saina technology are as follows: the total assets are 7006948138.02 yuan; Total liabilities are 266009822.59 yuan; The net assets are 6740938315.43 yuan.
From January to September 2021, the net profit of Saina technology was 280626890.05 yuan.
Description of related relationship: Senna technology is the controlling shareholder of Ninestar Corporation(002180) . As of the date of issuance of this verification opinion, senna technology holds Ninestar Corporation(002180) 410093916 shares, with a shareholding ratio of 29.07%.
Other notes: Senna technology is not the person who is dishonest.
3、 Basic information of the borrower
(I) basic information
Company name: Ninestar Holdings Company Limited
Nature of enterprise: Company Limited by shares
Registered address: maples Corporate Services Limited, PO Box 309, ugland house, Grand Cayman, ky1-1104, Cayman Islands
Share capital: the authorized share capital is US $500000, divided into 500000 shares with a par value of US $1 each; The issued share capital is US $500000, a total of 500000 shares.
Registration No.: 310357
Date of establishment: April 12, 2016
Main business: investment holding
Shareholders and shareholding: Ninestar Corporation(002180) holds 255900 shares, with a shareholding ratio of 51.18%; Taimeng investment holds 214700 shares, with a shareholding ratio of 42.94%; Shuoda investment holds 29400 shares, with a shareholding ratio of 5.88%.
Other notes: the Cayman joint venture is not a dishonest executee.
(II) main financial conditions
Unit: RMB
Subject: September 30, 2021 (Unaudited) December 31, 2020 (audited)
Total assets 6327136104.46 6327137721.77
Total liabilities 377693.35 380207.49
Total net assets 6326758411.11 6326757514.28
Subject: January September 2021 (Unaudited) year 2020 (audited)
Operating income —
Net profit -771.37 -19530.91
Note: the above data are individual report data.
4、 Pricing policy and basis
The interest level of the loan of the Cayman joint venture company is reasonable, which shall be determined by all parties through consultation on the principle of equality and mutual benefit, and there is no situation that damages the interests of the company and shareholders. The borrowing of the Cayman joint venture will not lead to significant changes in the company’s current financial situation and operating performance, and will not have an adverse impact on the company’s daily operation.
5、 Main contents of loan agreement
Ninestar Corporation(002180) and Saina technology signed the loan agreement (hereinafter referred to as the “loan agreement document”) with the Cayman joint venture on February 5, 2022. The main contents of the translated version of the loan agreement document are as follows:
Borrower: Cayman joint venture
The lender Ninestar Corporation(002180) shall lend in USD 167000000 (or other equivalent currency);
Senna technology shall lend in USD 200000000 (or other equivalent currency)
Principal amount Ninestar Corporation(002180) the principal amount lent is US $167000000 (or other equivalent currencies);
The principal amount lent by Sina Technology is US $200000000 (or other equivalent currencies)
Interest is paid by non cash compound interest, with an annual interest rate of 6%
Unless the “mandatory repayment event” as defined in the loan agreement documents and other events leading to the prepayment of the loan occur on the due date, the loan will be terminated after five years from the signing date (which can be extended by mutual consent of the borrower and the borrower), and the outstanding principal and interest shall be repaid at that time
The transfer can only be made when the following conditions are met: (1) with the consent of the borrower; (2) Has obtained all approvals that may be required by the laws and regulations applicable to the transfer or the acting board of directors of Lexmark International’s Committee on foreign investment in the United States (“CFIUS”); (3) Must not be transferred to a “competitor” of Lexmark International (defined as generally operating in the same industry as Lexmark International)
When the loan is repaid in advance due to Lexmark strategic event (referring to Lexmark international listing or Lexmark international sale), change of control of the company or its subsidiaries and other events, the borrower shall not only repay the principal and interest, but also pay an prepayment fee in accordance with the loan agreement, The prepayment fee (f) is roughly calculated as follows: first, we define the principal and interest due at the time of prepayment (a) divided by the aforementioned prepayment at the minimum rate of return on capital
