Securities code: 000611 securities abbreviation: Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) Announcement No.: 2022-13
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Announcement on the progress of the implementation stage of major asset restructuring
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”) held the 12th and 14th meetings of the 8th board of directors, the 6th and 8th meetings of the 8th board of supervisors and the 2nd extraordinary general meeting of shareholders in 2017 on April 17, June 26 and July 13, 2017 respectively, Jilin Tianshou Investment Center (limited partnership) (hereinafter referred to as “Jilin Tianshou”), a newly established limited partnership of the company, was deliberated and approved, Purchase of 75% equity of Jilin Tianchi Molybdenum Industry Co., Ltd. (hereinafter referred to as “Tianchi molybdenum industry”) held by Jilin Tiancheng Mining Co., Ltd. (hereinafter referred to as “Tianchi molybdenum industry”) with cash of 953 million yuan and major asset acquisition of 342 million yuan debt of Jilin Tianchi Mining Co., Ltd. (hereinafter referred to as “Tianchi mining”) to Tianchi molybdenum industry, The total transaction amount is 1.295 billion yuan. The GP of Jilin Tianshou partnership is Beijing Kaixin Tenglong Investment Management Co., Ltd. (hereinafter referred to as “Kaixin Tenglong”), a secondary wholly-owned subsidiary of the company, with a capital contribution of 1 million yuan; One of the LPS is the company, with a capital contribution of 499 million yuan; The second LP is Beijing Rixin Investment Center (limited partnership) (hereinafter referred to as “Rixin investment”), with a capital contribution of 800 million yuan (the cooperation with Rixin investment was terminated on August 24, 2018). After the completion of this transaction, Jilin Tianshou will hold 75% equity of Tianchi molybdenum industry and enjoy 342 million yuan of creditor’s rights to Tianchi molybdenum industry. The relevant proposals on this major asset acquisition (for details, please refer to the plan for the purchase of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) major assets, the report on the purchase of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) major assets (Draft), the announcement on the resolution of the second extraordinary general meeting of shareholders in 2017 (pro [2017-68]) and other relevant announcements) and the company’s decisions on September 13, October 13, November 13, 2017 December 13 and January 3, February 3, March 3, April 3, May 3, June 5, July 5, August 4, September 4, October 9, November 9, December 8, 2018 and January 9, February 12, March 9, April 10, May 10, June 11, July 9, August 8, September 10, October 9, 2019 November 9, December 10, January 10, February 11, March 10, April 30, May 30, July 23, August 22, September 17, October 20, November 20, December 19, 2020 and January 19, February 20, March 20, April 20 and May 20, 2021
The progress announcements of the implementation stage of this major asset acquisition were disclosed on June 22, June 22, July 22, August 21, September 23, October 23, November 23, December 22 and January 22, 2022 (for details, please refer to the relevant announcements issued by the company on the designated media).
On December 29, 2017, Tiancheng mining completed the industrial and commercial change registration procedure of transferring the subject equity to Jilin Tianshou. So far, Jilin Tianshou holds 75% equity of Tianchi molybdenum industry and becomes the controlling shareholder of Tianchi molybdenum industry. On April 26, 2018, Dahua Certified Public Accountants issued the Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) audit report (dahuashen Zi [2018] No. 007032) and the special audit report on the profit and loss during the transition period of asset restructuring of Jilin Tianchi Molybdenum Industry Co., Ltd. (dahuahe Zi [2018] No. 002813) for the company. After audit, The target asset acquired by the company, Tianchi molybdenum, was operated during the transition period from January 1, 2017 to December 29, 2017. The net profit loss of Tianchi molybdenum was 25.492 million yuan, and the loss of 75% of its equity was 19.1919 million yuan. According to the transfer agreement, Tiancheng mining will bear it, Used to offset the remaining equity transfer (for details, please refer to the announcement on the profit and loss of the subject assets of major asset restructuring during the transition period (P [2018-19]).
According to the measures for the administration of major asset restructuring of listed companies and the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 3 – major asset restructuring (SZS [2019] No. 273) and other relevant policies and regulations, the implementation progress of this major asset acquisition is described as follows:
On August 24, 2018, the company held the 23rd Meeting of the 8th board of directors, The proposal on the termination of the partnership was published in the notice of the 23rd Meeting of the board of directors of the company on August 27, 2018 (see the notice on the proposed termination of the partnership with the professional investment center for details).
On September 10, 2018, the company and its subsidiary Kaixin Tenglong signed a partnership withdrawal agreement with Rixin investment, agreeing that Rixin investment would withdraw from Jilin Tianshou. Jilin Tianshou still has its subsidiary Kaixin Tenglong as the general partner (GP), and the company as the limited partner (LP), without other partners.
On April 3 and April 19, 2019, after the deliberation of the 31st meeting of the eighth board of directors and the first extraordinary general meeting of shareholders in 2019, the company signed the general contract for construction and procurement with its holding subsidiaries Tianchi molybdenum industry and China Metallurgical Tiangong Group Co., Ltd. the contract is based on the 25000t / D project of Jide molybdenum mine in the small city of Tianchi molybdenum industry, The contractor, China Metallurgical Tiangong group, constructs molybdenum ore beneficiation production system, water supply and return and tailings system, as well as supporting plant and infrastructure for the employer Tianchi molybdenum industry in the form of general contracting. The general contract price of the project is tentatively set at RMB 800 million (subject to the terms agreed in the contract and actual settlement). The company provides joint and several liability guarantee for Tianchi molybdenum industry to perform its obligations under the contract, The total amount of guarantee does not exceed RMB 800 million, and no counter guarantee is provided for the guarantee. (for details, please refer to Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) announcement on holding subsidiaries signing and providing performance guarantee for them (P [2019-14]), supplementary announcement of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) on holding subsidiaries signing and providing performance guarantee for them (P [2019-16]) Announcement on the resolution of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) 2019 first extraordinary general meeting of shareholders (p.2019-23)).
On May 28, 2019, Tianchi molybdenum industry, the holding subsidiary of the company, and Yanzhou Sinoma Construction Co., Ltd. signed the general contract for the open pit mining project of Jide molybdenum mine in Xiaocheng of Jilin Tianchi Molybdenum Industry Co., Ltd., which deals with the mining, stripping and transportation of 25000 tons of molybdenum ore per day in Jide molybdenum mine in Xiaocheng of Jilin Tianchi Molybdenum Industry Co., Ltd, The annual mining volume is about 8.25 million tons (and meets the requirements of the developer for production expansion), and the whole process is subject to general contracting. The estimated total contract price is RMB 912620800 (subject to the terms agreed in the contract and the actual settlement) (for details, please refer to the announcement of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) on signing the general contract for mining engineering by the holding subsidiary (P [2019-34]).
On February 21 and March 9, 2020, the company held the 39th meeting of the eighth board of directors and the second extraordinary general meeting of shareholders in 2020 respectively, deliberated and approved the proposal on capital increase and share expansion of holding subsidiaries and waiver of relevant preemptive rights. According to the capital increase and share expansion plan of Tianchi molybdenum industry, Tianchi molybdenum industry signed the capital increase agreement with Jilin Tianshou Investment Center (limited partnership), Jilin Liutong Mining Development Co., Ltd. (hereinafter referred to as “Liutong mining”), Jinduicheng Molybdenum Co.Ltd(601958) (hereinafter referred to as ” Jinduicheng Molybdenum Co.Ltd(601958) “) and Jilin Yadong state owned Capital Investment Co., Ltd. (hereinafter referred to as “Yadong investment”), This capital increase and share expansion of Tianchi molybdenum industry, Jinduicheng Molybdenum Co.Ltd(601958) and Yadong investment jointly subscribed for the newly increased registered capital of Tianchi molybdenum industry of 142.589438 million yuan, and the registered capital of Tianchi molybdenum industry will increase from 325 million yuan to 467589438 million yuan. On May 16, 2020, Tianchi molybdenum completed the industrial and commercial change registration procedures after the capital increase. After the capital increase, the equity structure of Tianchi molybdenum is as follows: Jilin Tianshou holds 52.1291%, is the controlling shareholder, Jinduicheng Molybdenum Co.Ltd(601958) holds 18.2967%, Liutong mining holds 17.3764%, and Yadong investment holds 12.1978%. (for details, please refer to the announcement on the resolution of the 39th meeting of the eighth board of directors of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (P [2020-10]), Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) announcement on capital increase and share expansion and waiver of relevant preemptive rights of the holding subsidiary Jilin Tianchi Molybdenum Industry Co., Ltd. (P [2020-11]) Supplementary announcement of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) on capital increase and share expansion and waiver of relevant preemptive rights of Jilin Tianchi Molybdenum Industry Co., Ltd. (P [2020-11]), Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) announcement on the resolution of the second extraordinary general meeting of shareholders in 2020 (P [2020-16]), and Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) announcement on the reply to the inquiry letter of the annual report of Shenzhen Stock Exchange (P [2020-46]).
On April 28, 2020, the board of directors of the company held its 40th meeting, deliberated and approved the proposal on the signing of supplementary agreements related to the purchase of major assets by the company and the proposal on the signing of debt disposal arrangement agreement by Jilin Tianchi Molybdenum Industry Co., Ltd., the holding subsidiary of the company. With regard to the above major asset acquisition, the company and Tiancheng mining The three parties of Tianchi mining signed the supplementary agreement to the agreement on purchasing assets by paying cash (II). This supplementary agreement is a supplementary amendment to some terms of the agreement on purchasing assets by paying cash signed on April 13, 2017 and the supplementary agreement on purchasing assets by paying cash signed on June 22, 2017, Revise the payment method for Jilin Tianshou to purchase 75% equity of Tianchi molybdenum industry held by Tiancheng mining in cash (before capital increase) and the debt of 342 million yuan enjoyed by Tianchi mining to Tianchi molybdenum industry; At the same time, Jilin Tianshou, the partnership of the company, signed the debt disposal arrangement agreement with Tianchi molybdenum industry and Tianchi mining industry, and revised the delivery period of 342 million yuan of creditor’s rights in the above acquisition agreement (see the announcement on the resolution of the 40th meeting of the Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) eighth board of directors (P [2020-24]) Announcement of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) on the signing of supplementary agreements related to the purchase of major assets by the company (P [2020-27]).
On August 27 and September 15, 2020, the company held the 41st meeting of the eighth board of directors and the third extraordinary general meeting of shareholders in 2020 respectively, deliberated and approved the proposal on signing the agreement on the termination of construction and procurement general contract and lifting the performance guarantee provided by the company’s holding subsidiary, the company and its holding subsidiary Tianchi molybdenum The general contract for construction and procurement signed by the three parties of China Metallurgical Tiangong Group Co., Ltd. on April 3, 2019 has been terminated, and neither party shall be liable for breach of contract. (for details, please refer to the announcement on the resolution of the 41st meeting of the eighth board of directors of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (P [2020-52]), Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) announcement on the signing of the agreement on the cancellation of the general contract for construction and procurement by the holding subsidiary and the cancellation of the performance guarantee provided for it (P [2020-53]), the announcement on the resolution of the third extraordinary general meeting of shareholders of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (P [2020-57]) Announcement on the progress of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) on the signing of the cancellation agreement of the general contract for construction and procurement and the cancellation of the performance guarantee provided by the holding subsidiary (P [2020-58]).
On September 25, 2020, Tianchi molybdenum industry, the holding subsidiary of the company, and Shaanxi nonferrous metals Construction Co., Ltd. (hereinafter referred to as “nonferrous metals Shaanxi construction”) signed the general contract for the construction of 25000t / D project of Jide molybdenum mine in Xiaocheng of Jilin Tianchi Molybdenum Industry Co., Ltd. nonferrous metals Shaanxi construction undertook the construction of Tianchi molybdenum mine in the form of general contract, covering the main plant, coarse crushing room Belt corridor and transfer station, ore storage bin and hard rock crushing; Initial dam and drainage system, 1# auxiliary dam, seepage interception dam and flood drainage system of tailings pond; Auxiliary facilities such as high-level pool, laboratory, return water pump station and water source pump station; Installation of make-up water pipeline, return water pipeline and tailings pipeline; Construction and electromechanical equipment installation of the above projects. The total contract budget is 450 million yuan (subject to the actual settlement). (for details, please refer to the announcement of Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) on signing the general construction contract by the holding subsidiary (P [2020-61]).
On October 15, 2020, Jilin intermediate people’s Court of Jilin Province accepted Tiancheng mining’s lawsuit that the company failed to pay the remaining transfer payment of 180881018.76 yuan and interest of 16223909.6 yuan for the acquisition of 75% of its equity (before capital increase) as of September 30, 2020, and applied for freezing the partnership of Jilin Tiancheng mining
