[For Immediate Release]                 3 June 2021

 

 

 

ZHI SHENG GROUP HOLDINGS LIMITED

智昇集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

（Stock Code: 8370）

 

Support Data Center Business Development through the Proposed Appointment of Executive Director and Placing of Convertible Bonds

Grasp Opportunity from Digitalization through the Latest RMB406 million Data Center Engineering and Management Service Contract

 

(3 June 2021 - Hong Kong) Zhi Sheng Group Holdings Limited ("Zhi Sheng Group", together with its subsidiaries, collectively the "Group"; stock code: 8370.HK) is pleased to announce that, it intends to appoint Mr. Lai Ningning ("Mr. Lai") as an executive director, and grant him relevant share options in order to facilitate the construction, management and operation of its China data centers. At the same time, the Group has entered several agreements, effectively tapping into China's data center constructing and operating market on June 2, 2021.

 

Mr. Lai has worked for years with 21Vianet Group Inc. until 2017, when he was general manager of the network department and senior vice president of the group. He later became shareholder of China Internet Exchange in 2017, and has years of experience and expertise in the data center industry. In order to support its long-term development, the Group has entered the following agreements with Mr. Lai:

1. The Group proposes to appoint Mr. Lai as an executive director, leveraging his extensive resources, experience and connections to develop its China data center business. Mr. Lai will enter a 3-year service agreement with the Group, and execute a non-competition undertaking in favor of the Group.
2. On 2 June 2021, Mr. Lai and the Company entered into the Share Option Deed, pursuant to which the Company has conditionally agreed to grant the Options to Mr. Lai in the consideration of HK$1.00, and the subscription price of HK$0.35. Mr. Lai shall be entitled to require the Company to allot and issue up to a maximum of 100,000,000 Subscription Shares at the Subscription Price upon and subject to the terms set out in the Share Option Deed, representing approximately 11.02% of the existing issued share capital, or approximately 9.93% of the issued share capital of the Company as to be enlarged by the allotment and issue of the Conversion Shares.

 

With the aim of replenishing the Group's capital for developing the data center, the Company entered into the conditional Placing Agreement with the Placing Agent on 2 June, 2021:

3. Issue convertible bonds up to an aggregate principal amount of US$8,000,000 with an annualized interest rate of 4%, paid semiannually. Based on the initial Conversion Price of HK$0.50 per Conversion Share, a maximum number of 124,800,000 Conversion Shares will be allotted and issued, which represents approximately 13.75% of the issued share capital, or approximately 12.09% of the issued share capital of the Company as to be enlarged by the allotment and issue of the Conversion Shares.

 

On the other hand, in order to facilitate the development of the data center, the Group also entered into an agreement to support the formation of a joint venture, and was subsequently awarded the data center's construction and management contract:

4. The SPV Loan Agreement entered into between the Company as lender and the Mega Data Investment Ltd. as borrower, pursuant to which the Company shall advance the Loan in the aggregate sums of up to RMB100,000,000 (in HK$ equivalent) in two tranches at the interest rate of 6%. The SPV is owned 50% by Cloud Knight, which in turn is wholly owned by Mr. Man Lap ("Mr. Man"), and 50% by Lightning Cloud, which in turn is wholly owned by Mr. Lai. Mr. Man and Mr. Lai will each execute a personal guarantee for the loan.
5. The SPV will establish a joint venture with Apollo Cellar (wholly-owned by Apollo Asia Management) and Opco HQ, mainly focusing on the operations of data center business in China. The joint venture shall be owned as to 40% by Apollo Cellar, 40% by the SPV and 20% by OpcoHQ respectively.
6. On 1 June, 2021, the JV Project Company entered into the Buildout Management Agreement with the Group's subsidiary, Beijing Wannuotong Technology Company Limited ("WNT"), under which WNT will provide engineering and management services in respect of the buildout works of the data centre to be operated by the JV Project  Company at Gu'an County, Hebei Province, the PRC, with the total budgeted contractual sum of RMB405,600,000.

 

In recent years, the Group has been actively seeking to expand its data center business in China, with the aim of diversifying business streams and deriving subsequent stable income. The Group believes that, the demand for data centers in China will continue to grow, and the industry will be benefited from i) the rapid development of artificial intelligence in the long-run, ii) the increase in the demand for enterprise intelligence, as well as iii) the introduction of favourable national policies. Due to the strong demand and stable rental income nature, such arrangement aligns with the Group's development strategy, and is expected to generate stable interest income, cash flow, and long-term value for the Company by making full use of Mr. Lai's industry experience.

 

Mr. Yi Cong, Chairman of Zhi Sheng Group, commented: "Under the guidance of the '14th Five-Year Plan', the Central Government has promoted the development of digital economy to a national strategic level, and is expected to become the key driving force for China's economic development in the future. Riding on the outbreak of the global pandemic, such trend of digital transformation for enterprises will be unreversible, and as a result, data centers will become an important cornerstone of the digital economy. We remain optimistic on the development of China's telecommunications industry. Through this arrangement, we can quickly tap into to the data center industry, and seize the growth opportunities of China's digital development. Going forward, the Group will aim to further solidify its value chain position in the data center industry chain, supported by an expanding product portfolio and revenue streams, in order to realize the upcoming potential of the Internet era."

 

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About Zhi Sheng Group Holdings Limited

 

Leveraging the industry advantages accumulated over the years, Zhi Sheng has gradually entered into the Internet business to help China develop the upcoming potential of the Internet era. With the acceleration of digital transformation in various industries in China, the Group has increased its Internet data center layout in recent years to meet the needs of the Chinese economy for digital transformation, and expects to substantially increase the service area of ​​the data center to more than 150,000 square meters within three years. The Group completed the acquisition of Polyqueue Limited in January 2020 to deploy the data center business, expand the source of the Group's income, and create long-term value for shareholders. In terms of manufacturing, the Group has been deeply engaged in the office furniture manufacturing and sales industry for many years with a good industry reputation and strong customer network. The internet. The furniture products produced by the Group are mainly sold domestically, and are sold to customers mainly through bidding and direct sales.

 

The press release is issued by DLK Advisory on behalf of Zhi Sheng Group Holdings Limited.

 

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