Securities code: 000416 securities abbreviation: Minsheng Holdings Co.Ltd(000416) Announcement No.: 2022-05 Minsheng Holdings Co.Ltd(000416)
Announcement on the transfer of US dollar bonds and the sale of assets
The company and all members of the board of directors guarantee the contents of information disclosure
True, accurate and complete, without false records, misleading statements or major omissions.
1、 Transaction overview
1. In order to eliminate the adverse impact of overdue US dollar bonds on the company as soon as possible and recover cash for other investment projects as soon as possible, Minsheng International Investment Co., Ltd., a wholly-owned subsidiary of Minsheng Holdings Co.Ltd(000416) (hereinafter referred to as " Minsheng Holdings Co.Ltd(000416) " or "the company"), and Xinghai Pacific Investment Limited (hereinafter referred to as "Xinghai Asia Pacific") signed the relevant transfer agreement Oceanwide Holdings Co.Ltd(000046) on February 25, 2022 The agreement on 14.5% senior secured notes with a principal of US $3.72 million issued by international development III Co., Ltd. in May 2019 (hereinafter referred to as the "agreement"), It is proposed to transfer to Xinghai Asia Pacific at the price of US $2.9016 million (78% of the nominal value). Oceanwide holdings international development III Co., Ltd. issued 14.5% senior guarantee notes (hereinafter referred to as US dollar bonds) with a principal of US $3.72 million in May 2019.
2. The company held the 12th (Interim) meeting of the 10th board of directors on February 11, 2022, deliberated and passed the proposal on matters related to the transfer of US dollar bonds, and agreed to transfer 3.72 million US dollar bonds (face value of US $3.72 million) issued by Oceanwide Holdings Co.Ltd(000046) overseas subsidiary Oceanwide Holdings Co.Ltd(000046) International Development Third Co., Ltd. to an independent third party in the Hong Kong market, The transfer price shall not be less than 78% (including 78%) of the face value, and the management of the company is authorized to implement the specific matters. For details, please refer to the announcement on the resolution of the 12th (Interim) meeting of the 10th board of directors (Announcement No. 2022-03) disclosed by the company in China Securities Journal, securities times and cninfo.com on February 14, 2022.
3. This transaction is within the scope authorized by the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation; This transaction does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of counterparty
The counterparty of this transaction is Xinghai Pacific Investment Limited (Xinghai Asia Pacific Investment Co., Ltd.) incorporated in the British Virgin Islands. Its registered address is vistra corporate services centre, wickhams cay II, Road Town, Tortola, vg1110, British Virgin Islands, with a registered capital of US $50000 and its establishment date is October 11, 2019, Mr. Chen Shaoyang holds 100% of the shares.
Xinghai Asia Pacific initially mainly engaged in financial equity investment. With the development of business, Xinghai Asia Pacific also began to invest in equity and secondary market in medical, science and technology and other industries in the Asia Pacific region. Xinghai Asia Pacific will continue to invest in Hong Kong's stock and bond markets in the future.
Xinghai Asia Pacific is not a related party of the company. Upon inquiry, China executive information disclosure network（ http://zxgk.court.gov.cn./ ）, Xinghai Asia Pacific is not the person to be executed for dishonesty.
3、 Basic information of transaction object
The subject matter of this transaction is 3.72 million US dollar bonds issued by Oceanwide Holdings Co.Ltd(000046) overseas subsidiary Oceanwide Holdings Co.Ltd(000046) international development III Co., Ltd., purchased by the company's subsidiary Minsheng International Investment Co., Ltd. through the Hong Kong open market, with a face value of US $3.72 million.
(I) the basic information of the US dollar debt is as follows:
1. Issuer: Oceanwide Holdings Co.Ltd(000046) International Development Third Co., Ltd.
2. Issuance scale: 280 million US dollars.
3. Issuance period: 2 years.
4. Issuing interest rate: 14.5%.
5. Purpose of raised funds: repayment of domestic and foreign debts and general purpose, etc.
6. Risk guarantee measures: cross border guarantee provided by Oceanwide Holdings Co.Ltd(000046) ; China Pan Group Co., Ltd. provides overseas parent company guarantee; Oceanwide Construction International Co., Ltd., a wholly-owned subsidiary of China Oceanwide Group Co., Ltd., provides guarantee for overseas subsidiaries.
7. Place of listing: listed on the stock exchange of Hong Kong.
(II) the original maturity date of the US dollar debt was May 23, 2021, and the payment was postponed after maturity. The details are as follows:
1. Oceanwide Holdings Co.Ltd(000046) issued the announcement on the cashing of US dollar bonds issued by overseas subsidiaries of the company on May 24, 2021. Oceanwide Holdings Co.Ltd(000046) has issued about US $146 million private placement notes to replace us dollar bonds with equivalent face value and will be cancelled. The remaining US $134 million bond principal and corresponding interest are planned to be cashed before August 23, 2021.
2. Oceanwide Holdings Co.Ltd(000046) issued the progress announcement on the issuance of overseas US dollar bonds by overseas wholly-owned subsidiaries on August 23, 2021. The principal and interest of US dollar bonds originally planned to be cashed before August 23, 2021 are planned to be cashed before November 23, 2021 (US dollar bond principal and interest as of November 23, 2021).
3. On November 24, 2021, Oceanwide Holdings Co.Ltd(000046) issued the progress announcement on the issuance of overseas US dollar bonds by overseas wholly-owned subsidiaries. The announcement said that Oceanwide Holdings Co.Ltd(000046) had cashed the remaining principal of US dollar bonds in May of about US $134 million on November 23, 2021, with interest as of November 23, 2021, and continued friendly negotiation with some major bondholders on the repayment plan of US dollar bonds in May, It is planned to postpone the payment of the remaining principal of about US $134 million until March 23, 2022.
(III) the company has received USD bonds on December 6, 2021, with interest of USD 539400 as of November 23, 2021. At present, the outstanding amount of USD bonds is USD 3.72 million.
4、 Main contents of this transaction agreement
1. Seller: Minsheng International Investment Co., Ltd
2. Buyer: Xinghai Pacific Investment Limited
3. Date of signing: February 25, 2022
4. Effective date of the agreement: February 25, 2022
5. Subject matter of transfer: Oceanwide Holdings Co.Ltd(000046) senior secured notes with principal of US $3.72 million and 14.5% issued by international development third Co., Ltd. in May 2019
6. Transfer price: USD 2901600 (78% of face value)
7. Payment method: the buyer shall make one-time payment before February 28, 2022
8. Completion of transaction:
The buyer and the Seller shall complete the transaction no later than 4:00 pm on February 28, 2022.
The Seller shall transfer the US dollar debt and register it in the buyer's name before 4:00 p.m. on February 28, 2022.
The buyer shall pay the transfer price of USD 2901600 before 4:00 p.m. on February 28, 2022.
9. Default clause:
If the buyer fails to make payment before the agreed time limit, if the seller has transferred and registered the US dollar debt under the buyer's name, the seller has the option: if the agreement continues to be performed, the buyer shall pay 14% of the default interest (simple interest) per year for the unpaid amount; Or the agreement is terminated, the buyer shall pay the seller a penalty of 300000 US dollars.
If the agreement is terminated due to the buyer's failure to pay on time as agreed in the agreement, and the seller has registered the US dollar debt in the name of the buyer, the buyer shall transfer and register the US dollar debt in the name of the account designated by the seller no later than the next day of the date of termination. The buyer shall pay the seller liquidated damages in accordance with the standard of USD 1000 per day for each day overdue.
5、 Other arrangements involving the sale of assets
This transaction does not involve personnel resettlement, land leasing, debt restructuring, etc. there is no situation that may lead to related party transactions or horizontal competition after the completion of the transaction. The proceeds from the sale of assets will be used for the daily operation and investment of the company.
6、 Purpose of selling assets and impact on the company
The main purpose of this transaction is to eliminate the adverse impact of overdue US dollar bonds on the company as soon as possible, recover cash for other investment projects as soon as possible, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and all shareholders, especially minority shareholders.
According to the relevant provisions of the accounting standards for business enterprises and the company's accounting policies, the company plans to withdraw the impairment provision for the US dollar bonds based on 78% of the nominal value and include it in the financial statements of 2021.
In 2021, the provision for impairment of the US dollar debt was 81.5% US $840000 (US $3.72 million * (1-78%)), affecting the net profit attributable to the shareholders of the listed company in the consolidated statements of the company in 2021 and the net profit attributable to the shareholders of the listed company after deducting non recurring profits and losses, about US $7500900, equivalent to about RMB - 4.8 million. The impact of the provision for impairment of US dollar bonds on the company's performance has been fully considered in the performance forecast of 2021 disclosed by the company on January 29, 2022. 7、 Documents for future reference
Agreement on the transfer of 14.5% senior secured notes with a principal of US $3.72 million issued by Oceanwide Holdings Co.Ltd(000046) international development III Co., Ltd. in May 2019.
It is hereby announced.
Minsheng Holdings Co.Ltd(000416) board of directors
February 26, 2002
