Securities code: 002180 securities abbreviation: Ninestar Corporation(002180) Announcement No.: 2022-009 Ninestar Corporation(002180)
Announcement on the provision of loans and related party transactions by the company and its controlling shareholders to Ninestar Holdings Company Limited, an overseas holding subsidiary
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 "listed company" or " Ninestar Corporation(002180) ") and the joint investors 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") jointly acquired Lexmark international, Inc. (hereinafter referred to as "Lexmark international") 100% equity. After the acquisition, the listed company has effectively integrated Lexmark international, and its profitability has been reflected in 2019. Although its business has declined due to the epidemic in 2020, it has made a major breakthrough in the business of enterprise level strategic partners. In 2021, Lexmark will continue to give full play to its advantages in global layout and strengthen operation management, The long-term orders with enterprise strategic partners have realized batch supply.
The listed company held the 26th meeting of the 6th board of directors on December 23, 2021, deliberated and passed the proposal on the issuance of convertible bonds and related party transactions by the overseas holding subsidiary Ninestar Holdings Company Limited. The overseas holding subsidiary Ninestar Holdings Company Limited of the listed company plans to issue 290 million US dollars of convertible bonds, Ninestar Corporation(002180) and the controlling shareholder Zhuhai Saina Printing Technology Co., Ltd. or their wholly-owned subsidiaries established overseas subscribed for us $90 million and US $200 million respectively. For details, please refer to the company's website (www.cn. Info. Com. CN.) on December 24, 2021 The announcement on the resolution of the 26th meeting of the 6th board of directors (Announcement No.: 2021-131), the announcement on the resolution of the 21st Meeting of the 6th board of supervisors (Announcement No.: 2021-132) and
Announcement on the issuance of convertible bonds and related party transactions by Ninestar Holdings Company Limited (Announcement No.: 2021-139) and notice on convening the first extraordinary general meeting of shareholders in 2022 (Announcement No.: 2021-133).
On January 5, 2022, in view of the important progress made recently in the transaction related matters mentioned in the proposal of the 26th meeting of the sixth board of directors, the listed company 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, On the same day, the 27th meeting of the 6th board of directors deliberated and adopted the proposal on canceling the first extraordinary general meeting of shareholders in 2022 , for details, see the company's website on cninfo (www.cn. Info. Com. CN.) on January 6, 2022 Announcement on the resolution of the 27th meeting of the sixth board of directors (Announcement No.: 2022-001).
According to the regulatory requirements of the national development and Reform Commission, the Ministry of Commerce, the State Administration of foreign exchange and other government departments, the listed company plans to adjust the issuance of the above convertible bonds to loans. Accordingly, in order to further promote the development of Lexmark international and enhance the profitability of Lexmark international, Ninestar Holdings Company Limited (hereinafter referred to as "Cayman joint venture", holding 100% equity of Lexmark International), the overseas holding subsidiary of the listed company, as the borrower, signed the loan agreement with the Lender with a total principal of US $367 million on February 5, 2022, It is proposed that Ninestar Corporation(002180) and its controlling shareholder Zhuhai Saina Printing Technology Co., Ltd. (hereinafter referred to as "Saina technology") will be the lenders to loan us $167 million and US $200 million respectively (hereinafter referred to as "this transaction"). The specific matters are as follows:
1、 Overview of related party transactions
(I) basic information of related party transactions
The Cayman joint venture plans to borrow US $167 million and US $200 million from Ninestar Corporation(002180) and Saina technology respectively. The annual interest rate is 6%. The loan will expire five years after the signing date, and the outstanding principal and interest must be repaid at that time.
Purpose of the loan: (1) the Cayman joint venture will inject US $290 million into its subsidiaries 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 buy back the shares held by taimeng investment and Shuoda investment in the Cayman joint venture.
Source of funds: self owned funds
(II) related party relationship of transaction parties
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the guidelines for self regulation and supervision of listed companies No. 7 - transactions and related party transactions and the articles of association, Saina technology is the controlling shareholder of the listed company, and this transaction constitutes related party transactions.
(III) deliberations of the board of directors
The 28th meeting of the 6th board of directors of the company was held by means of communication on January 30, 2022. The non affiliated directors attending the meeting considered and unanimously adopted the proposal on the provision of loans and related party transactions by the company and its controlling shareholders to Ninestar Holdings Company Limited, an overseas holding subsidiary (voting results: 6 votes in favor, 0 abstention and 0 opposition). Related directors abstained from voting on this proposal.
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.
(IV) review procedures to be performed for the effectiveness of the transaction
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions and the articles of association, this transaction needs to be submitted to the general meeting of shareholders of the listed company for deliberation and approval by non related shareholders.
This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. 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:
Subscribed registered capital
Serial number shareholder name shareholding ratio (RMB, yuan)
1 Zhuhai Hengxin Fengye Technology Co., Ltd 197407007 57.88%
2 SEINE TECHNOLOGY LIMITED 102,112,025 29.94%
3 THINK HIGH INVESTMENTS 16,104,400 4.72% LIMITED
4 Zhuhai Haohao Technology Co., Ltd. 13350900 3.92%
5 Apex International Holdings 12,078,300 3.54% Limited
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; The net profit is 280626890.05 yuan.
Description of related relationship: Senna technology is the controlling shareholder of Ninestar Corporation(002180) . As of the date of this announcement, it holds Ninestar Corporation(002180) 410093916 shares, accounting for 29.07% of the total share capital of Ninestar Corporation(002180) .
Other notes: Senna technology is not the person who is dishonest
3、 Basic information of the borrower
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
4、 Transaction pricing policy and basis
The listed company signed the loan agreement of Cayman joint venture with related parties. Based on the principle of equality and mutual benefit, the interest and expense levels determined through negotiation are reasonable, and there is no situation that damages the interests of the company and shareholders.
This transaction will not lead to significant changes in the company's current financial status and operating performance, and will not have an adverse impact on the company's daily operation.
