Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) announcement
Securities code: Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) securities abbreviation: ST Tianshou Announcement No.: 202226
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Announcement on the company’s 100% holding partnership’s external loans
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.
1、 Loan overview
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “the company”) held the 7th Meeting of the 9th board of directors on March 22, 2022, which deliberated and adopted the company’s proposal on the external loan of the company’s 100% holding partnership and the proposal on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to loan. Due to the equity transfer dispute between the company and Jilin Tianshou Investment Center (limited partnership) (hereinafter referred to as “Tianshou investment”) and Jilin Tiancheng Mining Co., Ltd. (hereinafter referred to as “Tiancheng mining”), all the equity of Jilin Tianchi Molybdenum Industry Co., Ltd. (hereinafter referred to as “Tianchi molybdenum industry”) held by Tianshou investment was frozen by Jilin intermediate people’s court, and Tianchi molybdenum industry, a holding subsidiary of Tianshou investment, is in urgent need of continued construction funds, Now we need to introduce strategic investors to solve the problem of uncertainty in the company’s sustainable operation. The board of directors agrees that Tianshou investment company applies to Jilin Daheishan Molybdenum Industry Co., Ltd. (hereinafter referred to as “Daheishan molybdenum industry”) for a one-year loan with an amount of no more than 390 million yuan, and the loan interest rate is 8%.
2、 Approval procedures to be performed
The company held the 7th Meeting of the 9th board of directors on March 22, 2022, which deliberated and approved the proposal on the company’s 100% holding partnership’s external borrowing and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to borrowing. The loan needs to be submitted to the general meeting of shareholders for deliberation.
This transaction does not constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies, nor does it constitute a related party transaction.
3、 Basic information of counterparty
Company name: Jilin Daheishan molybdenum Co., Ltd
Date of establishment: December 21, 2004
Legal representative: Sun Guoping
Registered capital: 520 million yuan
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) announcement
Unified social credit Code: 91220201768965424e
Registered address: Cuoluo village, Xiyang Town, Yongji County, Jilin City, Jilin Province
Industry: nonferrous metal mining and dressing industry
Business scope: General Project: licensed project: open pit mining of molybdenum mine; Mining and beneficiation of molybdenum concentrate, pyrite and copper concentrate; Production of molybdenum compounds and molybdenum alloy products; Sales of molybdenum and molybdenum compound waste, molybdenum products and molybdenum alloy waste; Stone processing; Production, processing and sales of mineral products (except coal and products, petroleum and products, natural gas and products). (the above items do not contain hazardous chemicals, and the items that must be approved according to law can only be carried out after being approved by relevant departments). (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license). Jilin Daheishan Molybdenum Industry Co., Ltd. is currently in existence (in operation, in operation and on record).
4、 Main contents of this transaction
Lender: Jilin Daheishan molybdenum Co., Ltd
Borrower: Jilin Tianshou Investment Center (limited partnership)
1. Loan amount: 390 million yuan.
2. Purpose of loan: project funds, equipment funds and loans paid to Tianchi molybdenum industry for the continued operation and construction of Tianchi molybdenum industry.
3. Loan term: from April 20, 2022 to April 19, 2023, the loan term is 12 months, or 12 months from the date when the lender pays the loan to the co managed account; The circumstances under which the lender has the right to recover all the loans in advance are as follows:
(1) Tianshou investment transfers all or part of the equity of Tianchi molybdenum without the consent of Daheishan molybdenum; (2) Breach of this agreement occurs in Tianshou investment;
(3) The listing of Tianshou development was terminated;
(4) The date of expiration of the loan term is the repayment date; If Party A announces the early maturity of the loan, the 7th day from the date of announcing the early maturity shall be the repayment date.
4. Loan interest rate: 8% / year. The overdue loan interest rate shall be calculated according to 4 times of the market quotation interest rate of one-year loan issued by the national interbank lending center authorized by the people’s Bank of China.
5. Preconditions for loan issuance:
Tianshou investment has completed the examination and approval, pledge registration and other legal and articles of association procedures related to the loan under this contract, and the guarantee contract signed with Tianshou development has come into force. All guarantees (including personal guarantees) that meet the requirements of the lender have come into force and continue to be effective.
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) announcement
6. Guarantee: the company and its wholly-owned subsidiary, Kaixin Tenglong, respectively provide pledge guarantee for 98% and 2% of the property shares of Tianshou investment held by the company, general guarantee provided by the company and joint liability guarantee provided by Mr. Qiu Shijie.
7. Time and method of repayment: before the expiration of the loan term, all the principal and interest of the loan shall be remitted to the bank account designated by the lender at one time.
8. Liability for breach of contract of Tianshou investment and remedial measures for situations endangering the creditor’s rights of the Lender
(1) Default and deemed default
Breach of any agreed obligation under this contract or any legal obligation; Express or indicate by its behavior that it will not perform any obligation under the contract; Any precondition for loan issuance agreed in this contract is not continuously met; Changing the purpose of the loan without the written consent of the lender; Providing false or illegal proof materials and concealing facts to defraud loans; Breach of warranty contract; The pledged property is sealed up, seized, frozen, deducted, retained, auctioned, supervised by administrative organs, or there is a dispute over the ownership; The pledgor violates any agreement in the pledge contract or has any false, error or omission in the matters stated and guaranteed; The guarantee is not tenable, ineffective, invalid, revoked or cancelled, the guarantor breaches the contract or explicitly indicates or indicates by its behavior that it will not perform its guarantee liability, the value of the collateral decreases and other circumstances, which the lender believes may endanger the safety of the creditor’s rights under the contract;
(2) In case of the above circumstances, the lender has the right to take the following relief measures without any responsibility: stop issuing the loan; Terminate the contract, announce the immediate maturity of the loan, and require Tianshou investment to immediately repay the principal, interest and expenses of all due and undue debts under the contract; Exercise the pledge right and dispose of the pledged property.
Require the borrower and the guarantor (including the guarantor and the Pledgor) to correct the breach within a time limit and compensate the lender for the losses caused by the breach; Add, replace or provide a new guarantee, exercise the security interest, and require the guarantor to bear the guarantee liability, etc.
From the date of the borrower’s breach of contract, the liquidated damages shall be paid at 0.03% of the loan principal issued by the lender until the date when the borrower corrects the breach.
5、 Documents for future reference
1. The resolution of the seventh meeting of the ninth board of directors signed and confirmed by the attending directors;
2. Loan agreement signed between Tianshou investment and Daheishan molybdenum industry;
3. Pledge guarantee agreement signed between the company and Daheishan molybdenum industry;
4. Pledge guarantee agreement signed between Kaixin Tenglong and Daheishan molybdenum industry;
5. The guarantee agreement signed between the company and Daheishan molybdenum industry;
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) announcement
6. The guarantee agreement signed by Mr. Qiu Shijie and Daheishan molybdenum industry.
It is hereby announced.
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) board of directors
March 23, 2002
