Securities code: Tibet Summit Resources Co.Ltd(600338) securities abbreviation: Tibet Summit Resources Co.Ltd(600338) Announcement No.: 2022030 Tibet Summit Resources Co.Ltd(600338)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. The name of the holding subsidiary: Tibet summit resources Hong Kong Limited (registered in Hong Kong with a registered capital of HK $10 million, Chinese Name: ” Tibet Summit Resources Co.Ltd(600338) resources (Hong Kong) Co., Ltd.”, hereinafter referred to as “Everest Hong Kong”) is the holding subsidiary of the company and currently holds 54% equity. \uf075 amount of financial assistance transferred: revotech Asia Limited (hereinafter referred to as “vimo Asia”) holds 46% equity of Everest Hong Kong. Vimo Asia plans to transfer its creditor’s rights of 850958 million in financial support of Everest Hong Kong to the company for 0 consideration. At the same time, the company also inherits the original debt of vimo Asia to Tazhong mining in the same amount. \uf075 proportion of capital increase of the subsidiary by means of debt to equity swap: the company and vimo Asia paid in all the registered capital with us $70 million and US $10 million of financial assistance debt to Everest Hong Kong respectively, and the adjusted shareholding ratio was 87.5% and 12.5% respectively. This transaction does not belong to related party transactions or major asset restructuring.
Tibet Summit Resources Co.Ltd(600338) (hereinafter referred to as “the company”) held the 10th meeting of the 8th board of directors on April 18, 2022, deliberated and adopted the proposal on the company’s transfer of financial assistance from minority shareholders of holding subsidiaries and the proposal on the company’s capital increase to holding subsidiaries by means of debt to equity swap. The details are as follows:
1、 Transaction overview
(I) relevant information of financial assistance
In April 2018, Everest Hong Kong acquired and privatized the Canadian listed company lithium x Energy Co., Ltd. at a price of US $206.73 million. All the acquisition funds came from the financial assistance provided by the three shareholders of Everest Hong Kong at that time, of which 191.73 million was advanced by Tazhong Mining Co., Ltd. (hereinafter referred to as “Tazhong mining”), a wholly-owned subsidiary of the company, including 930285 million advanced for the company (holding 45%), Advance 850958 million for vimo Asia (holding 46%) and 136057 million for Lingyuan Global Co., Ltd. (hereinafter referred to as “Lingyuan global”, holding 9%). In addition, Weimo Asia and Lingyuan global have provided 10 million and 5 million financial assistance to Everest Hong Kong with their own funds respectively.
At the end of December 2020, the company acquired its 9% equity of Everest Hong Kong from Lingyuan global and undertook its financial assistance debt of 186057 million to Everest Hong Kong. After that, the company’s shareholding in Everest Hong Kong was changed to 54%, and the amount of financial assistance provided to it was 1116342 million.
(II) relevant information of the transferred financial assistance
Now, through friendly negotiation among all parties, the company, Tazhong mining and vimo Asia intend to sign the financial assistance creditor’s right transfer agreement. With the consent of Tazhong mining, vimo Asia plans to transfer its creditor’s right of financial assistance to Everest Hong Kong for a consideration of 850958 million. At the same time, the company also inherits the original debt of vimo Asia to Tazhong mining.
After the completion of this transaction, the company’s financial assistance creditor’s rights to Everest Hong Kong are US $196.73 million and vimo Asia’s financial assistance creditor’s rights to Everest Hong Kong are US $10 million.
(III) relevant information about the capital increase of the subsidiary by means of debt to equity swap
In order to further straighten out the ownership structure and optimize the asset quality, the company and vimo Asia jointly decided to increase the capital of Everest Hong Kong by means of debt to equity swap. Specific schemes include:
1. Everest Hong Kong held a shareholders’ meeting, revised the registered capital of the company in US dollars, determined the paid in capital of US $80 million, and agreed that all shareholders would increase the capital of the company by means of debt to equity swap.
2. The company, vimo Asia and Everest Hong Kong intend to sign the debt to equity capital increase agreement. The company and vimo Asia pay in all the registered capital with the creditor’s rights of US $70 million and US $10 million respectively, with the shareholding ratio of 87.5% and 12.5% respectively.
3. After the completion of the paid in registered capital, the balance of the company’s financial assistance to Everest Hong Kong is US $126.73 million, and vimo Asia no longer has financial assistance to Everest Hong Kong finance.
(IV) other procedures to be performed
This transaction does not need to be submitted to the general meeting of shareholders for deliberation and approval.
According to relevant national laws and regulations, the debt to equity capital increase and financial assistance also need to go through ODI procedures for foreign investment (involving commerce, development and reform and foreign exchange) and foreign exchange registration procedures for overseas loans.
2、 Introduction to the parties to the transaction
(I) introduction to the counterparty
1. Basic information
Company name: revotech Asia Limited
Legal representative: Chen Li Wei
Company type: limited company
Registered address: flat C 23 / F lucky Plaza 315321 Lockhart road Wan Chai HK date of establishment: March 21, 2018
Registered capital: HK $1 million
Major shareholder or actual controller: Chen Li Wei
2. Development of main business of counterparty in recent three years
In the last three years, as an overseas financial investor actually controlled by natural persons, vimo Asia has no other business activities except 9% equity of Everest Hong Kong.
3. Description of other relationships between the counterparty and the listed company in terms of creditor’s rights and debts
There is no relationship between the counterparty and the company in terms of property rights, business, assets, personnel, etc.
As mentioned earlier, Tazhong mining has advanced financial support to Everest Hong Kong for its counterparty vimo Asia. At present, the principal balance is US $850958 million. At that time, vimo Asia issued the letter of commitment to advance financial assistance, pledged all its equity interests in Everest Hong Kong to the company, and promised its priority repayment obligations to itself and Everest Hong Kong.
4. Main financial indicators of the counterparty in the latest year
Vimo Asia has no other business activities except 46% equity of Everest Hong Kong.
5. Due diligence of the board of directors on the counterparty
The board of directors of the company has conducted necessary due diligence on the basic situation and transaction performance ability of vimo Asia. There is no cash payment to the company in the performance of this transaction between vimo Asia and the company, and all its equity in Everest Hong Kong is not restricted by other third-party rights except pledged to the company. There is no subsequent obstacle to the performance of this transaction.
(II) introduction to the subject matter of the transaction
Company name: Tibet summit resources Hong Kong Limited
Company nature: limited company
Registered capital: HK $10 million
Registered address: room D 10 / F tower a billion Centre 1 Wang Kwong Road kowloonbay KL
Date of establishment: December 11, 2017
Information of major investors (subscribed) before this transaction:
Shareholder contribution (HK $10000) shareholding ratio
Tibet Summit Resources Co.Ltd(600338) 540.00 54%
REVOTECH ASIA LIMITED 460.00 46%
Total 100000 100%
The company does not provide guarantee for the target company or entrust the target company with financial management.
(III) main financial indicators of the transaction object
Unit: RMB 10000
Project 2021 (Unaudited) 2020 (Unaudited) 2019 (Unaudited)
Total assets 130172301293684713790107
Total liabilities 120364591185054415571242
Net assets 1787103 -9807135
Operating income 0
Net profit -118636 — 398706
3、 Main contents of transaction contract or agreement
(I) main contents of financial assistance debt transfer agreement
1. With the consent of Tazhong mining, vimo Asia plans to transfer its creditor’s rights of 850958 million in financial support of Everest Hong Kong to the company for 0 consideration. At the same time, the company also inherits the original debt of vimo Asia to Tazhong mining. 2. In view of the fact that the company (Tazhong mining) has no advance financial assistance to vimo Asia, the original equity pledge guarantee provided by it and the original guarantee provided by Xinjiang Tacheng International Resources Co., Ltd., the controlling shareholder of the company, are released.
(II) main contents of the debt to equity capital increase agreement
1. Everest Hong Kong held a shareholders’ meeting, revised the registered capital of the company in US dollars, determined the paid in capital of US $80 million, and agreed that all shareholders would increase the capital of the company by means of debt to equity swap.
2. The company, vimo Asia and Everest Hong Kong intend to sign the debt to equity capital increase agreement. The company and vimo Asia pay in all the registered capital with the creditor’s rights of US $70 million and US $10 million respectively, with the shareholding ratio of 87.5% and 12.5% respectively.
3. After the paid in registered capital is completed, the company’s debt balance of financial assistance to Everest Hong Kong is US $126.73 million, and vimo Asia no longer has financial assistance to Everest Hong Kong finance.
4. The company will inherit and retain the priority agreed in the relevant agreements since 2017, including but not limited to: the priority to transfer the equity of Everest Hong Kong held by Weimo Asia, the priority to transfer the underlying project company or project assets, etc.
5. When investing in subsequent Salt Lake projects, vimo Asia will bear the obligation of follow-up investment in the development of underlying projects according to the shareholding ratio.
(III) main contents of financial assistance agreement
1. According to the agreement, the company provides financial assistance to Everest Hong Kong with a total principal of US $126.73 million ($126.73 million.00) for a period of one year, and takes the actual arrival date of the financial assistance as the interest calculation start date. Within the financial assistance period agreed in the original agreement and this agreement, the interest is calculated and collected at the end of the period.
2. For the financial assistance provided by the company to Everest Hong Kong this time, vimo Asia also promises to unconditionally support the resolutions of the shareholders’ meeting and the board of directors made by Everest Hong Kong under the circumstances of completing any financing activities and any profit income in operation, and give priority to the return of the financial assistance and interest payable by the company.
4、 Purpose of this transaction and its impact on the company
The main assets of Everest Hong Kong are the anheles Salt Lake project of Argentina lithium potassium Co., Ltd. and the arizaro Salt Lake project of Argentina Tosa Co., Ltd. Since 2021, with the rapid development of new energy vehicles, energy storage and other markets, the market price of lithium carbonate has risen rapidly, and the valuation of lithium salt lake project has been rising.
After the completion of the capital increase by means of debt equity swap, the proportion of the company’s equity in the assets of Everest Hong Kong and salt lake has increased significantly, the security of the existing financial assistance creditor’s rights has been further guaranteed, which is conducive to the company to effectively promote the follow-up process of relevant investment projects and systematically enhance the company’s ability to resist the cyclical risks of the industry.
For this transaction, there may be the risk of uncertainty in the final and actual completion time of this transaction due to China’s administrative licensing (filing) procedures, as well as the risk of failure to meet expectations in the subsequent development process of lithium salt lake project. Please pay attention to investment risks.
5、 Documents for future reference
1. Resolutions of the 10th meeting of the 8th board of directors;
2. Resolutions of the 7th Meeting of the 8th board of supervisors;
3. The agreement signed by relevant parties and the resolution / decision of the shareholders’ meeting.
It is hereby announced.
Tibet Summit Resources Co.Ltd(600338)
