Securities code: 002180 securities abbreviation: Ninestar Corporation(002180) Announcement No.: 2022-011 Ninestar Corporation(002180)
Announcement on share repurchase of 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 “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 Co., Ltd. for details, see the implementation report on major asset purchase disclosed by the company on December 2, 2016. After the acquisition and as of the date of this announcement, 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.
Considering its capital needs, the Cayman joint venture plans to borrow 367 million US dollars from Ninestar Corporation(002180) and its controlling shareholder Zhuhai Saina Printing Technology Co., Ltd. (hereinafter referred to as “Saina technology”), 167 million US dollars from Ninestar Corporation(002180) to the Cayman joint venture, and 200 million US dollars from Saina Technology to the Cayman joint venture (hereinafter referred to as “the loan”).
Now, the Cayman joint venture plans to use part of the loan to buy back the shares of the Cayman joint venture held by taimeng investment and Shuoda investment (hereinafter referred to as “this transaction”), with a proposed amount of US $77 million. 1、 Overview of this transaction
(I) basic information of the transaction
The Cayman joint venture intends to use the US $77 million in this loan to repurchase 25875 shares and 3543 shares of the Cayman joint venture held by taimeng investment and Shuoda investment respectively, with a repurchase price of US $2617 per share. If the Cayman joint venture fails to pay the full purchase price on or before February 28, 2022, the total purchase price of US $77 million will remain unchanged, but the number of shares repurchased by the Cayman joint venture shall be revised downward, That is, the repurchase price per share paid by the Cayman joint venture for such repurchased shares is equal to the following amount: (I) the subscription price paid by the repurchased party for the repurchased shares on the date of the original investment in the Cayman company, Plus (II) the return calculated at the annual interest rate of 6% (compound interest per year) during the period from the date of the repurchased Party’s original investment in the Cayman joint venture to the date of withdrawal of this loan.
After the share repurchase is completed, the equity structure of the Cayman joint venture is (assuming the repurchase is completed before February 28, 2022): Ninestar Corporation(002180) holds 255900 shares, accounting for 54.38%; Taimeng investment holds 188825 shares, accounting for 40.13% of the equity; Shuoda investment holds 25857 shares, accounting for 5.49% of the equity.
(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 share repurchase of Ninestar Holdings Company Limited, an overseas holding subsidiary (voting results: 9 in favor, 0 abstention and 0 opposition), 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) review procedures to be performed for the effectiveness of the transaction
This transaction 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 relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction needs to be submitted to the general meeting of shareholders for deliberation and approval.
2、 Basic information of repurchased joint stock company
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
3、 Basic information of counterparty
(I) taimeng investment
Name: PAG Asia Capital Lexmark Holding Limited
Date of establishment: April 11, 2016
Nature of business: BVI business company
Registered address: Conference chambers, P.O. Box 2208, Road Town, Tortola, British Virgin Islands
Share capital: (1) the authorized share capital is 50000 shares (no par value); (2) The issued shares are 1 share (par value US $1)
Registration No.: 1911154
Equity structure: PAG Asia II LP (Cayman Islands) holds 100% shares of PAG Asia Capital lexmarkholding limited; The general partner of PAG Asia II LP is PAG Asia Capital GP II Limited (Cayman Islands)
(II) Shuoda investment
Name: Shanghai Shuoda Investment Center (limited partnership)
Date of establishment: March 20, 2016
Registered address: room 368, Part 302, No. 211, Fute North Road, China (Shanghai) pilot Free Trade Zone executive partner: Beijing Junlian Tongdao investment consulting partnership (limited partnership)
Registered capital: 660.01 million yuan
Unified social credit Code: 91310115ma1k397b2l
Enterprise type: limited partnership
Business scope: industrial investment, investment consulting, enterprise management consulting, business information consulting.
Capital contribution structure: Lupu wealth management (Shanghai) Co., Ltd. subscribed 10000 yuan and Beijing Junlian Tongdao investment management partnership (limited partnership) subscribed 660 million yuan
4、 Transaction pricing policy and pricing basis
The price of the repurchased shares is determined through consultation by all parties with reference to the investment cost of the repurchased shareholders and the financial situation of Lexmark international, and there is no situation that damages the interests of the company and shareholders.
5、 Main contents of the transaction agreement
For this transaction, on February 5, 2022, taimeng investment and Shuoda investment signed the share repurchase agreement with the Cayman joint venture respectively, the main contents of which are as follows:
1. Share repurchase agreement signed between taimeng investment and Cayman joint venture:
Repurchase target: a total of 25875 shares of Cayman joint venture held by taimeng investment
Repurchase price: $2617 / share
Payment method: the Cayman joint venture will transfer the immediately available funds to the designated account of taimeng investment by telegraphic transfer. Subject to the satisfaction of the conditions precedent, the Cayman joint venture shall use commercially reasonable efforts to pay the purchase price on or before February 28, 2022.
If the Cayman joint venture fails to pay the full purchase price on or before February 28, 2022, the total purchase price will remain unchanged, but the number of shares repurchased by the Cayman joint venture shall be revised downward, That is, the repurchase price per share paid by the Cayman joint venture for such repurchased shares is equal to the following amount: (I) the subscription price paid by the repurchased party for the repurchased shares on the date of the original investment in the Cayman company, Plus (II) the return calculated at the annual interest rate of 6% (compound interest per year) during the period from the date of the repurchased Party’s original investment in the Cayman joint venture to the date of withdrawal of this loan.
2. Share repurchase agreement signed between Shuoda investment and Cayman joint venture:
Repurchase target: total 3543 shares of Cayman joint venture held by Shuoda investment
Repurchase price: $2617 / share
Payment method: the Cayman joint venture will transfer the immediately available funds to the designated account of Shuoda investment by telegraphic transfer. Subject to the satisfaction of the conditions precedent, the Cayman joint venture shall use commercially reasonable efforts to pay the purchase price on or before February 28, 2022.
If the Cayman joint venture fails to pay the full purchase price on or before February 28, 2022, the total purchase price will remain unchanged, but the number of shares repurchased by the Cayman joint venture shall be revised downward, That is, the repurchase price per share paid by the Cayman joint venture for such repurchased shares is equal to the following amount: (I) the subscription price paid by the repurchased party for the repurchased shares on the date of the original investment in the Cayman company, Plus (II) the return calculated at the annual interest rate of 6% (compound interest per year) during the period from the date of the repurchased Party’s original investment in the Cayman joint venture to the date of withdrawal of this loan.
6、 Impact of this transaction on the company
After the completion of the share repurchase of the Cayman joint venture, the interests of the listed company in the joint venture and Lexmark international will be further improved, which will not lead to the change of the scope of the company’s consolidated statements, have no obvious adverse impact on the company’s financial situation, have no adverse impact on the company’s business development and profitability, and will not damage the interests of the company and all shareholders.
7、 Opinions of independent directors
The share repurchase of overseas holding subsidiaries will enhance the interests of the company in the joint venture and Lexmark international and enhance the sustainable profitability of Lexmark international. This transaction does not involve related party transactions, nor does it constitute a major asset restructuring. 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. The price of the repurchased shares is determined through consultation by all parties with reference to the investment cost of the repurchased shareholders and the financial situation of Lexmark international, and there is no situation that damages the interests of the company and shareholders.
Therefore, the independent directors agreed to the share repurchase of overseas holding subsidiaries.
8、 Authorization
In order to complete this transaction 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 this transaction, including
