Securities code: 002180 securities abbreviation: Ninestar Corporation(002180) Announcement No.: 2022-010 Ninestar Corporation(002180)
Announcement on capital increase of overseas holding subsidiary Ninestar Holdings Company Limited to its subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
In November 2016, Ninestar Corporation(002180) (hereinafter referred to as "company" or "listed company" or " Ninestar Corporation(002180) ") and PAG Asia Capital Lexmark Holding Limited (hereinafter referred to as "taimeng investment") Ninestar Holdings Company Limited (hereinafter referred to as "Cayman joint venture") jointly established by Shanghai Shuoda Investment Center (limited partnership) (hereinafter referred to as "Shuoda investment") acquired 100% equity of Lexmark international, Inc. (hereinafter referred to as "Lexmark international"), See the report on the implementation of major asset purchase disclosed by the company on December 2, 2016 for details. After the acquisition, Ninestar Corporation(002180) , taimeng investment and Shuoda investment hold 51.18%, 42.94% and 5.88% of the equity of the Cayman joint venture respectively. The Cayman joint venture holds 100% of the equity of Lexmark international through multi-layer companies. 1、 Overview of foreign investment
(I) basic information of foreign investment
In order to further promote the development of Lexmark international and enhance the profitability of Lexmark international, Ninestar Corporation(002180) and its controlling shareholder Zhuhai Saina Printing Technology Co., Ltd. (hereinafter referred to as "Saina technology") plan to provide a total of US $367 million loan to the Cayman joint venture, and Ninestar Corporation(002180) will provide us $167 million loan to the Cayman joint venture, Saina technology provided a loan of US $200 million to the Cayman joint venture (hereinafter referred to as "the loan").
In order to optimize the asset liability structure of Lexmark international, the Cayman joint venture plans to use US $290 million of the loan to increase capital to Lexmark International (hereinafter referred to as "this foreign investment").
This foreign investment does not involve related party transactions, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, this foreign investment still needs to be submitted to the general meeting of shareholders of the listed company for deliberation.
(II) approval of the board of directors
The 28th meeting of the 6th board of directors of the company deliberated and adopted the proposal on capital increase of its subsidiaries by the overseas holding subsidiary Ninestar Holdings Company Limited (voting results: 9 in favor, 0 abstention and 0 against), and the independent directors expressed their independent opinions with explicit consent. For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo (www.cn. Info. Com. CN.) on February 8, 2022 Announcement on the resolutions of the 28th meeting of the 6th board of directors disclosed at the meeting.
(III) approval procedures to be performed for the effectiveness of the transaction
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this matter still needs to be submitted to the general meeting of shareholders of the company for deliberation. This foreign investment does not involve related party transactions, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of all parties involved in this foreign investment
(I) main body of foreign investors
1. Basic information
Company name: Ninestar Holdings Company Limited
Share by Company Limited
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, accounting for 51.18% of the equity; Taimeng investment holds 214700 shares, accounting for 42.94% of the equity; Shuoda investment holds 29400 shares, accounting for 5.88% of the equity.
Other notes: the Cayman joint venture is not a dishonest executee.
2. Main financial position
Unit: RMB
Subject: September 30, 2021 December 31, 2020 (Unaudited) (audited)
Total assets 6327136104.46 6327137721.77
Total liabilities 377693.35 380207.49
Total net assets 6326758411.11 6326757514.28
Subjects January September 2021 year 2020
(Unaudited) (audited)
Operating income --
Net profit -771.37 -19530.91
(II) subject matter of foreign investment
1. Basic information
Company name: Lexmark international, Inc
Nature of enterprise: Company Limited by shares
Registered address: one Lexmark centre drive, 740 W. new circle road, Lexington, KY 40550
Share capital: issued shares: 1000 ordinary shares, par value US $0.01 per share.
Registration No.: 2231577
Date of establishment: May 25, 1990
Main business: Sales of laser printer hardware, consumables and parts, provision of MPS (print management service), maintenance and system integration as the main business, namely ISS business
Shareholders and shareholding: apex Swiss Holdings SARL holds 100% shares, and Cayman joint venture indirectly holds 100% shares.
2. Main financial position
Unit: RMB
Subject: September 30, 2021 December 31, 2020 (Unaudited) (audited)
Total assets 26896882334.63 2749299243.59
Total liabilities 19224034899.44 19928549566.63
Total net assets 7672847435.19 7563749676.96
Subjects January September 2021 year 2020
(Unaudited) (audited)
Operating income 10315073836.98 13800912118.06
Net profit 8555327.29 -548333164.45
3、 Transaction pricing policy and pricing basis
This foreign investment is the capital increase of the overseas holding subsidiary of the listed company to its wholly-owned subsidiary, which shall be determined by both parties in combination with the assets of Lexmark international, and there is no case that damages the interests of the listed company and its shareholders.
4、 Main contents of the transaction agreement
For this foreign investment, the Cayman joint venture has signed a multi party investment agreement with its subsidiaries at all levels (direct and indirect shareholders at all levels of Lexmark International) on February 5, 2022. The main contents are as follows:
Total contribution: 290 million US dollars
Way of contribution: the Cayman joint venture will inject US $290 million into its subsidiaries, and finally inject capital into Lexmark international.
Purpose of capital contribution: Lexmark International shall use the capital contribution for matters related to loan financing under CITIC credit agreement, although part of it can be used for Lexmark's working capital (subject to CITIC's prior approval).
Delivery date: no later than May 15, 2022 or other date agreed by the parties in writing.
5、 Purpose of this transaction and its impact on the company
The purpose of this foreign investment is to integrate and optimize the asset liability structure of Lexmark international, improve the sustainable profitability of Lexmark international and increase the profitability of the company. This foreign investment does not harm the interests of the company and shareholders.
This foreign investment has no direct impact on the current profits of the consolidated statements of the listed company, nor will it lead to listed companies
6、 Opinions of independent directors
This foreign investment can integrate and optimize the asset liability structure of Lexmark international, improve the sustainable profitability of Lexmark international and increase the profitability of the company. The convening procedures and voting procedures of the 28th meeting of the sixth board of directors of the company comply with the provisions of relevant laws, regulations and the articles of association, and have fulfilled the legal procedures during the deliberation of this proposal. This foreign investment has no direct impact on the current profits of the consolidated statements of the listed company, will not lead to changes in the scope of the consolidated statements of the listed company, and does not involve related party transactions, Nor does it constitute a major asset reorganization, and there is no situation that damages the interests of the company and other shareholders, especially minority shareholders.
Therefore, the independent directors agree to this foreign investment.
7、 Authorization
In order to complete the foreign investment legally and efficiently, the board of directors of the company requests the general meeting of shareholders to authorize the chairman to handle all matters related to the foreign investment, including but not limited to:
1. Formulate and implement the specific plan of this foreign investment in accordance with the provisions of laws, regulations, normative documents and the resolutions of the general meeting of shareholders;
2. Negotiate, determine, draft, modify, supplement and sign agreements related to this foreign investment with relevant parties;
3. Revise, supplement, sign, submit, report and execute all agreements, contracts and documents related to this foreign investment, and handle the declaration matters related to this foreign investment;
4. Authorize the chairman to handle all other matters related to this foreign investment;
5. This authorization starts from the date of deliberation and approval by the general meeting of shareholders to the date of completion or termination of this transaction.
8、 Documents for future reference
1. Resolutions of the 28th meeting of the 6th board of directors;
2. Resolutions of the 22nd Meeting of the 6th board of supervisors;
3. Independent opinions of independent directors on matters related to the 28th meeting of the 6th board of directors;
4. Multi party contribution agreement
It is hereby announced.
Ninestar Corporation(002180) board of directors
