Securities code: 002180 securities abbreviation: Ninestar Corporation(002180) Announcement No.: 2021-139 Ninestar Corporation(002180)
Announcement on the issuance of convertible bonds and related party transactions by 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 responsible 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 joint investors jointly acquired Lexmark international, Inc., hereinafter referred to as "Lexmark international" ）100% equity. After the acquisition, the company has effectively integrated Lexmark international, and its profitability has been reflected in 2019. Although the epidemic business has declined in 2020, it has made a major breakthrough in the enterprise level strategic partnership business. In the first half of 2021, the enterprise level strategic cooperation business of Lexmark international has realized batch shipment, and the renewal rate of MPS business has been continuously improved, Lay a solid foundation for subsequent business growth.
In order to further promote the development of Lexmark international and enhance the profitability of Lexmark international, Ninestar Holdings Company Limited, an overseas holding subsidiary of the company (hereinafter referred to as "Cayman joint venture", holding 100% equity of Lexmark International), plans to issue 290 million US dollars of convertible bonds, which will be jointly issued by Ninestar Corporation(002180) and the controlling shareholder Zhuhai Saina Printing Technology Co., Ltd. (hereinafter referred to as "Saina technology") ）Or its wholly-owned subsidiaries established overseas to subscribe for us $90 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 issue US $290 million convertible bonds, and Ninestar Corporation(002180) and Senna technology or their wholly-owned subsidiaries established overseas will subscribe for us $90 million and US $200 million respectively. The term of convertible bonds shall be three years from the date of capital delivery and can be extended with the consent of all parties. The annual interest rate shall be 6% (simple interest). The accrued interest shall be calculated according to the actual number of days based on 360 days a year.
The bonds can be converted into equity according to the provisions of the bond documents before the maturity date. If any debt under the bonds has not been fully paid on the maturity date, all outstanding debts under the bonds shall be determined by the subscriber Ninestar Corporation(002180) and Senna Technology:
(1) Pay immediately on the due date; or
(2) Converted into shares of the Cayman joint venture on the maturity date, and the conversion price per share is determined based on the valuation, adjustment matters and adjustment methods specified in the bond documents; or
(3) With the consent of all parties, the time limit shall be extended.
（2） Related relationships between the parties to the transaction
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 guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 5 - transactions and connected transactions, this transaction constitutes a connected transaction.
（3） Deliberations of the board of directors
The 26th meeting of the 6th board of directors of the company was held by means of communication on December 23, 2021, The proposal on the issuance of convertible bonds and related party transactions by the overseas holding subsidiary Ninestar Holdings Company Limited was reviewed and unanimously adopted by the non related directors attending the meeting (voting results: 6 in favor, 0 abstention and 0 against). The related directors avoided voting on this proposal. This related party transaction has been approved in advance by the independent directors, and the independent directors have expressed their independent opinions on agreeing to the related party transaction. For details, see China Securities Journal, securities times, Shanghai Securities News and Securities Daily on December 24, 2021 And the announcement on the issuance of convertible bonds and related party transactions by Ninestar Holdings Company Limited, an overseas holding subsidiary, published on http://www.cn.info.com.cn. (IV) review procedures to be performed for the effectiveness of the transaction
According to the relevant provisions of Ninestar Corporation(002180) stock listing rules of Shenzhen Stock Exchange, guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 5 - transactions and related party transactions and the articles of association, this transaction shall 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 specified 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 37894736800
Unified social credit Code: 91440400787913312u
Business scope: R & D, production, processing and sales of self-produced laser printers, multi-dimensional printers multi-function (fax) printer consumables such as all-in-one machine and laser toner cartridge, toner, ink cartridge, ink cartridge shell, ribbon, belt frame, computer peripherals, multi-dimensional printer accessories, multi-dimensional printing consumables and accessories of the above products; filling, processing and sales of recycled ink-jet box and recycled laser printer toner box, as well as processing and sales of accessories of the above products; multi-dimensional printing service 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
No. shareholder name shareholding ratio (RMB, yuan)
1 Zhuhai Hengxin Fengye Technology Co., Ltd. 19740700757.88%
2SEINE TECHNOLOGY LIMITED102,112,02529.94%
3THINK HIGH INVESTMENTS LIMITED16,104,4004.72%
4 Zhuhai Haohao Technology Co., Ltd. 133509003.92%
5ApexInternationalHoldings12,078,3003.54%Limited
Total 341052632100.00%
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 a dishonest executee
3、 Basic information of transaction object
1. 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, 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%.
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 6327136104.466327137721.77
Total liabilities 377693.35380207.49
Total net assets 6326758411.11636757514.28
Subjects January September 2021 2020
(Unaudited) (audited)
Operating income--
Net profit -771.37-19530.91
4、 Transaction pricing policy and pricing basis
This time, the company and related parties jointly subscribed for the convertible bonds issued by subsidiaries. All parties negotiated and determined the subscription price based on the principle of equality and mutual benefit. The interest level is reasonable and there is no damage to 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.
5、 Main contents of transaction agreement
No formal agreement has been signed for the issuance of convertible bonds. The board of directors of the company agrees to request the general meeting of shareholders to authorize the chairman of the listed company to sign formal legal documents with relevant parties in accordance with the principles of this proposal.
6、 Purpose of this transaction and its impact on the company
This transaction will help promote the development of Lexmark international and enhance the profitability of Lexmark international. 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. This transaction is in line with the company's interests and strategic development objectives, and there is no damage to the interests of the company and minority shareholders.
7、 The total amount of various related party transactions accumulated with the related party since the beginning of 2021
At the beginning of 2021, as of the disclosure date of this announcement, the total amount of various related party transactions between the company and Sina Technology is RMB 156588800.
8、 Prior approval and independent opinions of independent directors
(i) Prior approval opinions of independent directors
This time, the company and related parties jointly subscribed for the convertible bonds issued by subsidiaries. All parties negotiated and determined the subscription price based on the principle of equality and mutual benefit. The interest level is reasonable and there is no damage to the interests of the company and shareholders, which is conducive to promoting the development of Lexmark international and improving the profitability of Lexmark international. 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. The independent directors agreed to submit the above proposal to the 26th meeting of the 6th board of directors for deliberation.
（2） Independent opinions of independent directors
1. The convening procedures and voting procedures of the 26th 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 when deliberating the transaction proposal.
2. This transaction constitutes a related party transaction. The related directors avoided voting according to law when considering the related party transaction proposal, and did not exercise voting rights on behalf of non related directors. Other non affiliated Directors voted on the proposal. The voting procedures of the meeting shall comply with the provisions of laws and regulations and the articles of association.
3. This connected transaction does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies.
4. In this related party transaction in which the company and related parties jointly subscribe for convertible bonds issued by subsidiaries, all parties negotiate and determine the subscription price based on the principle of equality and mutual benefit, the interest level is reasonable, and there is no situation damaging the interests of the company and shareholders.
The independent directors agree that the board of directors shall submit the matter to the general meeting of shareholders for deliberation.
For details, please refer to the statement of independent directors published on cninfo.com.cn on December 24, 2021
