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.: 202228
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Announcement on terminating the transfer of creditor’s rights in the major asset purchase plan
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) (hereinafter referred to as “Tianshou development” or “the company”) signed the supplementary agreement (III) to the asset purchase agreement by cash payment (hereinafter referred to as “the supplementary agreement”) with Jilin Tiancheng Mining Co., Ltd. (hereinafter referred to as “Tiancheng mining”) and Jilin Tianchi Mining Co., Ltd. (hereinafter referred to as “Tianchi mining”) on March 22, 2022. The agreement agreed that after the signing and entry into force of this supplementary agreement, The company and its designated subordinate enterprise Jilin Tianshou Investment Center (limited partnership) (hereinafter referred to as “Jilin Tianshou”) will no longer pay any cash consideration to Tianchi mining to accept the target creditor’s rights of RMB 342 million. Tianchi mining will no longer send any written notice of creditor’s rights transfer to Jilin Tianchi molybdenum industry Co., Ltd. (hereinafter referred to as “Tianchi molybdenum industry” or “target creditor’s rights”), and the transfer of the target creditor’s rights will be terminated.
1、 Overview of major asset acquisitions in 2017
On April 13, 2017, the company signed the agreement on purchasing assets by paying cash with Tiancheng mining and Tianchi mining, and signed the supplementary agreement on purchasing assets by paying cash on June 22, 2017. Based on the above agreement, On July 13, 2017, after deliberation and approval of the second extraordinary general meeting of shareholders in 2017, the company implemented the following major asset acquisition of 100% holding enterprise Jilin Tianshou’s acquisition of 75% equity of Tianchi molybdenum industry held by Tiancheng mining and 342 million yuan debt of Tianchi molybdenum industry held by Tianchi mining by cash payment. According to the agreement, the company has successively paid the equity transfer payment of RMB 650 million to Tiancheng mining. Tiancheng mining has transferred 75% equity of Tianchi molybdenum industry to Jilin Tianshou on December 29, 2017; On April 28, 2020, the company signed the supplementary agreement II to the agreement on purchasing assets by paying cash with Tiancheng mining and Tianchi mining, and revised the payment method for Jilin Tianshou to purchase 75% equity of Tianchi molybdenum industry held by Tiancheng mining in cash and Tianchi mining’s debt of 342 million yuan to Tianchi molybdenum industry. At the same time, Jilin Tianshou, a partnership controlled by the company, and Tianchi molybdenum industry The three parties of Tianchi mining signed the debt disposal arrangement agreement to postpone the repayment of 342 million yuan of creditor’s rights in the above acquisition agreement until April 28, 2022. 2、 The main terms agreed in the supplementary agreement (III) to the agreement on payment of cash for purchase of assets:
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) announcement
Article 1 with regard to the modification of the terms of the agreement on purchasing assets by paying cash, the supplementary agreement to the agreement on purchasing assets by paying cash and the supplementary agreement II to the agreement on purchasing assets by paying cash, as of December 31, 2021, Tianshou development and its designated enterprises have not paid any cash to Tianchi mining for the purchase of the target creditor’s rights, All parties agree to amend the relevant contents of article 5.3 of Article 5 of the supplementary agreement to the agreement for the purchase of assets by cash (II). The revised contents are as follows:
5.3 delivery of target creditor’s rights: since the signing and entry into force of this supplementary agreement, Tianshou development and its designated subordinate enterprises will no longer pay any cash consideration to Tianchi mining to receive 342 million target creditor’s rights, Tianchi mining will no longer send any written notice of creditor’s rights transfer to the target company, and the transfer of target creditor’s rights will be terminated.
Article 2 after this supplementary agreement takes effect, Tianshou development and its designated subordinate enterprises and Tianchi mining will not transfer or deliver any subject creditor’s rights, and the creditor’s rights of this major asset acquisition will be partially terminated.
3、 Review procedures of this supplementary agreement
According to the authorization of the company’s second extraordinary general meeting of shareholders in 2017 to the board of directors on major asset purchase matters, the supplementary agreement to the agreement for purchasing assets by cash (III) signed this time takes effect after being reviewed by the board of directors and does not need to be submitted to the general meeting of shareholders for review.
4、 The implementation of major asset acquisitions in 2017 was completed
1. Transfer and delivery of underlying equity
On December 29, 2017, Tiancheng mining transferred its 75% equity of Tianchi molybdenum industry to Jilin Tianshou, a 100% controlled enterprise of Tianshou development, and completed the transfer of the underlying equity. The company paid a total equity transfer price of 650 million yuan to Tiancheng mining, and the remaining equity payment of 28435551876 yuan has not been paid.
Since Tiancheng mining has filed a lawsuit on the unpaid remaining equity payment and corresponding interest, the civil judgment ([2020] Ji 02 min Chu No. 463) and ([2021] Ji 02 min Chu No. 33) of Jilin intermediate people’s Court of Jilin Province on November 18, 2021 have ordered the company to return the remaining equity payment of 28435551876 yuan and corresponding interest, although it is now in the appeal period, However, the company has started the sale of major assets to sell the equity of Tianchi molybdenum industry on January 28, 2022. At present, the due diligence on the sale of major assets has been completed, and the company will start the internal review procedure for the sale of major assets.
2. Delivery of subject-matter claims
Since the company has not paid the transfer price of creditor’s rights to Tianchi mining, and such creditor’s rights have not been delivered, on March 22, 2022, the company signed the Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) announcement supplementary agreement (III) of the agreement on paying cash to purchase assets with Tiancheng mining and Tianchi mining, and all parties agreed that the company and its designated subordinate enterprises would not pay any cash consideration to Tianchi mining to receive the target creditor’s rights of RMB 342 million, Tianchi mining will no longer send any written notice of creditor’s rights transfer to the target company, and the transfer of the target creditor’s rights will be terminated.
To sum up, the equity part of the company’s major asset acquisition plan in 2017 was completed on December 29, 2017, but the remaining equity payment of RMB 284 million remained unpaid and caused litigation; The creditor’s rights of RMB 342 million in the plan have been terminated; After there is a clear solution to the payment of the remaining equity payment of RMB 284 million, the company’s major asset acquisition in 2017 will be completed.
5、 Documents for future reference
1. Resolutions of the seventh meeting of the ninth board of directors of the company;
2. Supplementary agreement to the agreement on purchasing assets by paying cash (III).
It is hereby announced.
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Board of directors
March 23, 2002
