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.: 202227
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611)
Announcement on providing guarantee for foreign loans of 100% holding partnership
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、 Overview of guarantee
Jilin Tianshou Investment Center (limited partnership) (hereinafter referred to as "Tianshou investment"), which is 100% controlled by the company, plans to apply for a loan of no more than 390 million yuan from Jilin Daheishan Molybdenum Industry Co., Ltd. (hereinafter referred to as "Daheishan molybdenum industry"), with a loan term of one year and an annualized interest rate of 8%. The company and Beijing Kaixin Tenglong Investment Management Co., Ltd., a wholly-owned subsidiary of the company, respectively provide pledge guarantee for 98% and 2% of the property shares of Tianshou investment and handle pledge registration, and the company needs to provide general guarantee for the loan.
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 company's proposal on the company's provision of guarantee for 100% holding partnership's external loans and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to loans with full powers. 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 the guaranteed
Jilin Tianshou Investment Center (limited partnership), founded on July 17, 2017, is an executive partner of Beijing Kaixin Tenglong Investment Management Co., Ltd., with a registered capital of 500 million yuan and a unified social credit code of 91220283ma14ae8u1d. The enterprise is located at 302, unit 4, building 28, Binhe community, No. 1378, Binhe street, Shulan city. It belongs to the business service industry, The business scope includes: investment in industry (not engaged in financial management, illegal fund-raising, illegal deposit taking, loan and other businesses) and enterprise management consulting (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments). The current operation status of Jilin Tianshou Investment Center (limited partnership) is survival (in operation, opening and registered), which is 100% of the company
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) announcement
Holding partnership.
4、 Main contents of the guarantee agreement
(I) main contents of guarantee contract
1. Guaranteed principal creditor's rights: the principal of the loan from Tianhou investment to Daheishan molybdenum industry is 390 million yuan, with an annual interest rate of 8%. The loan period is 12 months from April 20, 2022 to April 19, 2023. 2. Scope of guarantee: the loan principal and interest, default interest, liquidated damages and expenses incurred by the creditor to realize the creditor's rights under the main contract (including but not limited to legal fees, preservation fees, announcement fees, execution fees, lawyer fees, travel expenses, notarization fees, evaluation fees, appraisal fees, property preservation guarantee fees and other expenses), as well as all other expenses payable by the borrower of the main contract.
3. Guarantee method: provide general guarantee.
4. Guarantee period: three years from the expiration of the main debt performance period under the autonomous contract, i.e. from April 19, 2023 to April 19, 2026; If the creditor declares that all the debts under the main contract are due ahead of schedule, the announced early maturity date shall be the expiration date of the debt performance period.
5. Obligations of the guarantor:
(1) If the borrower's Tianshou investment fails to repay the loan in full and on time, and Daheishan molybdenum industry exercises the pledge right and the proceeds from the auction of the pledged property are not enough to pay off all the creditor's rights, the guarantor (i.e. the company) of some creditor's rights that have not been paid off by the creditor's Congress Heishan molybdenum industry shall unconditionally and immediately pay off to the creditor within the scope of guarantee. (2) Without the consent of Daheishan molybdenum industry, the company shall not dispose of the pledged property (the pledged property refers to the 100% property share of Tianshou investment directly or indirectly held by the company), and shall not set other rights for any third party other than Daheishan molybdenum industry on the pledged property.
(3) Before Tianshou investment pays off all debts under the main contract to Daheishan molybdenum industry, the company will not exercise the right of recourse to Tianshou investment or other guarantors due to the performance of this contract.
(II) main contents of pledge contract
1. Pledged property: 98% and 2% of the property shares respectively enjoyed by the company and Kaixin Tenglong, a wholly-owned subsidiary of the company (hereinafter collectively referred to as the "pledgor") in Tianshou investment.
2. Secured principal creditor's rights: the loan principal of Tianshou investment from Daheishan molybdenum industry is 390 million yuan, with an annual interest rate of 8%. The loan period is 12 months from April 20, 2022 to April 19, 2023. 3. Scope of pledge guarantee: loan principal, interest (including overdue interest), liquidated damages, and expenses incurred by the pledgee to realize the creditor's rights and pledge under the main contract (including but not limited to legal fees, lawyer's fees, travel expenses, preservation fees, execution fees, announcement fees, insurance fees, evaluation fees, auction fees, storage fees, appraisal fees and litigation fees)
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) announcement
Legal preservation guarantee fee, notarization fee and other expenses), as well as all other expenses payable for the first investment of the main contract. 4. Pledge guarantee period: three years from the expiration of the main debt performance period under the autonomous contract, i.e. from April 19, 2023 to April 19, 2026; If Daheishan molybdenum industry announces the early maturity of the loan in accordance with the main contract or laws and regulations, the pledge guarantee period of the company and Kaixin Tenglong, a wholly-owned subsidiary of the company, is three years from the date of early maturity of the loan.
5. Pledge registration and transfer of pledged property certificates:
(1) Within 3 days after the signing of this contract, the company and Kaixin Tenglong, a wholly-owned subsidiary of the company, shall complete the pledge registration. The company and Kaixin Tenglong, a wholly-owned subsidiary of the company, shall hand over the original of the pledge certificate, the original of the pledge registration document and other right certificates to Daheishan molybdenum industry for safekeeping on the date of completion of the pledge registration.
(2) After the creditor's rights under the main contract are paid off in full, the pledge is extinguished, and the company, Kaixin Tenglong, a wholly-owned subsidiary of the company, and Daheishan molybdenum industry jointly handle the pledge cancellation registration.
(3) Within 2 days after the signing of the pledge contract, the pledgor shall hand over the pledge property right certificate (including: capital contribution certificate, etc.) to the pledgee.
The transfer of the above certificates is not a condition for the effectiveness of the pledge contract and the establishment of the pledge right.
6. Realization of pledge
(1) If the performance period of the main debt agreed in the main contract expires (including the case that the lender announces the early maturity of the loan according to the main contract or pledge contract), and the borrower of the main contract Tianshou investment fails to pay off the debt according to the contract, Daheishan molybdenum has the right to exercise the pledge right and dispose of the pledged property at any time.
(2) In case of any of the following events, Daheishan molybdenum industry has the right to dispose of the pledged property in a legal manner, and the proceeds and rights and interests have priority to pay off the creditor's rights under the main contract.
1) The behavior of the pledgor or the borrower constitutes a breach of the main contract and this contract. If it fails to comply with the provisions of the main contract, it shall repay the loan and interest on schedule.
2) The pledgor is declared dissolved or bankrupt.
3) The legal or agreed creditor's rights under the main contract are realized or expired in advance.
(3) In case of the above disposal of pledged property, the pledgee has the right to realize the pledge in any of the following ways:
1) Auction the pledged property, and the proceeds from the auction shall be paid in priority;
2) Request the people's court to auction or sell the pledged property, and the proceeds shall have priority in compensation.
(4) The pledgor shall not prevent the pledgee from realizing the pledge and disposing of the pledged property in any way (including act or omission).
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) announcement
(5) No matter whether the pledgee has other guarantees (including but not limited to guarantee, pledge, letter of guarantee and other guarantee methods) for the creditor's rights under the main contract, no matter when the above other guarantees are established and effective, whether the pledgee claims rights against other guarantors, or waives or partially releases any guaranteed creditor's rights, and whether a third party agrees to bear all or part of the debts under the main contract, No matter whether other guarantees are provided by the borrower or by a third party, the pledgor's guarantee liability under this contract will not be reduced, and still has the obligation to ensure the realization of all creditor's rights. The pledgee can directly require the pledgor to bear the guarantee liability within its guarantee scope in accordance with this contract, and the pledgor will not raise any objection.
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. Guarantee agreement signed between the company and Daheishan molybdenum industry.
It is hereby announced.
Inner Mongolia Tianshou Technology&Development Co.Ltd(000611) board of directors
March 23, 2002
