Original title: Securities Code: 000829 Securities abbreviation: Tianyin HoldingsNotice No. 2021-089 Tianyin Communication Holdings Co., Ltd. Notice on subsidiary Application for Arbitration and property Preservation
The Company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and that there are no false records, misleading statements or material omissions.
I. the basic situation of the acceptance of this arbitration case
Tianyin Communication Co., Ltd. (hereinafter referred to as "Tianyin Communication"), a wholly-owned subsidiary of Tianyin Communication Holdings Co., Ltd. (hereinafter referred to as "Tianyin Communication"), and Shanghai Guijiu Enterprise Development Co., Ltd. (hereinafter referred to as "Guijiu Development"), Han Xiao signed on March 10, 2020, "property rights transaction contract", "property rights transaction contract supplementary agreement" caused by the dispute Submit an application for arbitration and property preservation to the Shanghai International Economic and Trade Arbitration Commission. The Shanghai International Economic and Trade Arbitration Commission will accept the arbitration application on September 13, 2021. Recently, Tianyin Communication received the Civil order and property Preservation notice issued by Shanghai Fengxian District people's Court (2021 Shanghai 0120 Financial Insurance No. 151,152). The relevant matters are hereby announced as follows:
II. The basic situation of this arbitration case
(1) case 1
1. Parties to arbitration
Application for hire one: Tianyin Communication Co., Ltd.
Applicant 2: Tianyin Communication Holdings Co., Ltd.
Arbitration agents: Niu Lei, Xiao Yun, Wang Rui, lawyer of Global Law firm Shanghai Branch
Applicant 1: Shanghai Guijiu Enterprise Development Co., Ltd.
Applicant 2: Ganzhou Changjiang Industrial Co., Ltd.
Respondent 3: Han Xiao
Applicant 4: Shanghai Linsong Real Estate Co., Ltd.
2. Arbitration request
(1) the respondent shall be jointly and severally liable for the request that the respondent two shall pay a dividend of RMB 125000000 to the applicant one.
(2) to request a ruling that the respondent shall pay the liquidated damages arising from the overdue payment of dividends to the applicant at the principal of RMB 125000000, at the annual interest rate of 10% within 30 days overdue, and at the interest rate of 1/1000 per day for more than 31 days, temporarily calculated to RMB 16402397.26 yuan up to August 31, 2021, and calculated to the date of actual payment.
(3) to request a ruling that the respondent shall pay the interest arising from the overdue payment of the equity transfer to the applicant, with RMB 16805000.00 as the principal and at an annual interest rate of 12%, it will be RMB 1381232.88 from March 28, 2020 to December 3, 2020.
(4) to request a ruling that the respondent shall pay the liquidated damages arising from the late payment of the equity transfer to the applicant, taking RMB 16805000.00 as the principal and calculated according to 2/1000 per day, it shall be RMB 5411210.00 yuan from June 25, 2020 to December 3, 2020.
(5) the respondent for the request for award shall be jointly and severally liable for items 1-4 of the above-mentioned arbitration claims.
(6) to apply for an award on the collateral provided by the respondent 4 in Hanqiao Culture and Technology Park, Songjiang District, Shanghai within the scope of claims in items 3-4 above (property right certificate number: Shanghai House property Songzi (2016) No. 002715, No. 002716, No. 002717) has the right of priority.
(7) applicant 2 and applicant 3 shall, within the scope of claims in items 1-2 above, give priority to the collateral (property certificate number: Shanghai Real Estate Songzi (2016) No. 002715, No. 002716, No. 002717) provided by Respondent 4 in Hanqiao Culture and Technology Park, Songjiang District, Shanghai.
(8) to request that the respondent shall jointly bear the arbitration fees, legal fees, property preservation fees, property preservation insurance premiums and other expenses incurred by applicant 1, applicant 2 and applicant 3 as a result of this case, of which the total expenses already determined are RMB 374247.42 yuan.
3. The main facts and reasons put forward by the applicant
On March 10, 2020, the applicant signed the "property right transaction contract" numbered CQ19JX2000091 with the respondent 1, the Respondent 2 and the Respondent 3, stipulating that the applicant 1 will transfer its 295% equity holding in the Respondent 1 to the Respondent 1, and the Respondent shall pay a total of RMB 55.74 million for the equity transfer. And Respondent 2 shall pay a total dividend of RMB 125000000 to applicant 2 and applicant 3 within 365 natural days from the date of completion of the industrial and commercial change registration.
On the same day, the applicant signed the Supplementary Agreement on the property right transaction contract with the respondent 1 to the applicant 3, and the parties made a supplementary agreement on the payment node of the equity transfer as stipulated in the property right transaction contract and the interest and liquidated damages overdue. The applicant 1 and the respondent 3 also signed a "guarantee contract" on the same day, stipulating that the respondent 3 shall be jointly and severally liable for the creditor's rights enjoyed by the applicant, including, but not limited to, equity transfer price, dividends payable, liquidated damages, interest, etc.
However, the respondent failed to pay the second equity transfer within the time limit stipulated in the Supplementary Agreement on property Rights transaction contract. On November 27, 2020, applicant 1, applicant 2 and applicant 3 signed a New Mortgage Agreement with the respondent 1 to 4. The parties made a new agreement on the liquidated damages for equity transfer under the property right transaction contract and the Supplementary Agreement on property Rights Trading contract, and agreed that four pairs of equity transfer funds, dividends payable, liquidated damages and interest should be guaranteed by the respondent. The parties confirm that applicant 2 and applicant 3 authorize the applicant to claim dividends receivable and corresponding rights and interests to all interested parties.
4. The main contents of the Civil order
Freeze the bank deposit of RMB 148494840.14 or seal up or detain the corresponding value assets of the applicant Shanghai Guijiu Enterprise Development Co., Ltd.
5. The main contents of the notice of property Preservation
Preservation result:
(1) sealed up (frozen) the preserved person, Shanghai Gui Liquor Enterprise Development Co., Ltd., in China CITIC Bank CorporationThe account number of Shanghai Pudian Road Branch is 8110201013801220678, with a guaranteed amount of 999873.26 yuan.
The period of preservation is from September 29, 2021 to September 28, 2022.
The assisting unit is China CITIC Bank Corporation Shanghai Pudian Road Branch.
(2) sealed up (frozen) the preserved person, Shanghai Gui Liquor Enterprise Development Co., Ltd., in China Merchants BankThe account number of Changning Branch of Shanghai Branch is 121925517510702, and the preserved amount is 532186.62 yuan.
The period of preservation is from September 29, 2021 to September 28, 2022.
The assisting unit is China Merchants Bank, Shanghai Branch, Changning Branch.
(3) sealed up (frozen) the preserved person, Shanghai Gui Liquor Enterprise Development Co., Ltd., stock name: rock sharesShares with a property value of 4434006 shares.
The period of preservation is from September 29, 2021 to September 28, 2022.
The assisting unit is the Shanghai Branch of China Securities Registration and Clearing Co., Ltd.
(2) case 2
1. Parties to arbitration
Application for hire one: Tianyin Communication Co., Ltd.
Applicant 2: Tianyin Communication Holdings Co., Ltd.
Arbitration agents: Niu Lei, Xiao Yun, Wang Rui, lawyer of Global Law firm Shanghai Branch
Applicant 1: Shanghai Guijiu Enterprise Development Co., Ltd.
Applicant 2: Jiangxi Zhanggong Liquor Industry Co., Ltd.
Respondent 3: Han Xiao
Applicant 4: Shanghai Linsong Real Estate Co., Ltd.
2. Arbitration request
(1) the respondent shall be jointly and severally liable for the request that the respondent two shall pay a dividend of RMB 45000000 to the applicant one.
(2) to request a ruling that the respondent shall pay the liquidated damages arising from the overdue payment of dividends to the applicant at the principal of RMB 45000000, at the annual interest rate of 10% within 30 days overdue, and at the interest rate of 1/1000 per day for more than 31 days, temporarily calculated to RMB 5904863.01 yuan up to August 31, 2021, and calculated to the date of actual payment.
(3) to request a ruling that the respondent shall pay the interest arising from the overdue payment of the equity transfer to the applicant, with RMB 60037500.00 as the principal and at an annual interest rate of 12%, it will be RMB 4934589.04 from March 28, 2020 to December 3, 2020.
(4) to request a ruling that the respondent shall pay the liquidated damages arising from the late payment of the equity transfer to the applicant, taking RMB 60037500.00 as the principal and calculated according to 2/1000 per day, it shall be RMB 19332075.00 yuan from June 25, 2020 to December 3, 2020.
(5) the respondent for the request for award shall be jointly and severally liable for items 1-4 of the above-mentioned arbitration claims.
(6) the applicant for an award shall, within the scope of claims in items 3-4 above, give priority to the collateral (property certificate number: Shanghai Real Estate Songzi (2016) No. 002715, No. 002716, No. 002717) provided by Respondent 4 in Hanqiao Culture and Technology Park, Songjiang District, Shanghai.
(7) applicant 2 shall, within the scope of claims in items 1-2 above, give priority to the collateral (property certificate number: Shanghai Real Estate Songzi (2016) No. 002715, No. 002716, No. 002717) provided by Respondent 4 in Hanqiao Culture and Technology Park, Songjiang District, Shanghai.
(8) the respondent of the request for an award shall jointly bear the arbitration fees, legal fees, property preservation fees, property preservation insurance premiums and other expenses incurred by the applicant 1 and the applicant 2 as a result of the case, of which the total expenses already determined are RMB 237685.76 yuan.
3. The main facts and reasons put forward by the applicant
On March 10, 2020, the applicant signed the "property right transaction contract" numbered CQ19JX2000092 with the respondent 1, the Respondent 2 and the Respondent 3, stipulating that the applicant 1 will transfer its 295% equity holding in the Respondent 1 to the Respondent 1, and the Respondent shall pay a total of RMB 280.05 million for the equity transfer. And the applicant 2 shall pay the dividend of RMB 45000000 to the applicant 2 within 365 natural days from the date of completion of the industrial and commercial change registration.
On the same day, the applicant signed the Supplementary Agreement on the property right transaction contract with the respondent 1 to the applicant 3, and the parties made a supplementary agreement on the payment node of the equity transfer as stipulated in the property right transaction contract and the interest and liquidated damages overdue. The applicant and the respondent 3 also signed a "guarantee contract" on the same day, stipulating that the respondent 3 shall be jointly and severally liable for the creditor's rights enjoyed by the applicant, including, but not limited to, equity transfer price, dividends payable, liquidated damages, interest, etc.
However, the respondent failed to pay the second equity transfer within the time limit stipulated in the Supplementary Agreement on property Rights transaction contract. On November 27, 2020, the applicant 1 and the applicant 2 signed the New Mortgage Agreement with the respondent 1 to the applicant 4. The parties made a new agreement on the liquidated damages for equity transfer under the property right transaction contract and the Supplementary Agreement on property Rights Trading contract, and agreed that the respondent should provide mortgage guarantee for four pairs of equity transfer funds, dividends payable, liquidated damages and interest. The parties confirm that the applicant II authorizes the applicant to claim dividends receivable and corresponding rights and interests to all interested parties.
4. The main contents of the Civil order
Freeze the bank deposit of RMB 75371527.05 or seal up or detain the corresponding value assets of the applicant Shanghai Guijiu Enterprise Development Co., Ltd.
5. The main contents of the notice of property Preservation
Preservation result:
(1) the account number of the preserved Shanghai Guijiu Enterprise Development Co., Ltd. in China CITIC Bank Corporation Shanghai Pudian Road Branch is 8110201013801220678, and the preserved amount is 0 yuan.
The period of preservation is from September 29, 2021 to September 28, 2022.
The assisting unit is China CITIC Bank Corporation Shanghai Pudian Road Branch.
(2) the account number of Shanghai Gui Liquor Enterprise Development Co., Ltd. in Changning Branch of China Merchants Bank Shanghai Branch is 121925517510702, and the preserved amount is 0 yuan. The waiting list for seizure (freeze) has been completed on September 29, 2021.
The period of preservation is from September 29, 2021 to September 28, 2022.
The assisting unit is China Merchants Bank, Shanghai Branch, Changning Branch.
(3) to seal up (freeze) the preserved Shanghai Guijiu Enterprise Development Co., Ltd., stock name: rock shares, shares with a property value of 2250569 shares.
The period of preservation is from September 29, 2021 to September 28, 2022.
The assisting unit is the Shanghai Branch of China Securities Registration and Clearing Co., Ltd.
III. Judgment or award
As of the date of disclosure of this announcement, the arbitration case has not yet been heard.
IV. Briefly state whether there are any other litigation or arbitration matters that have not yet been disclosed
Prior to this announcement, there were minor litigation matters in the company (including holding subsidiaries), which did not meet the disclosure standards of major litigation matters stipulated in the rules governing the listing of shares on the Shenzhen Stock Exchange.
As of the date of disclosure of this announcement, there are no other litigation or arbitration matters that should be disclosed but not disclosed by the company (including the holding subsidiary).
V. the possible impact of this arbitration case
In view of the fact that the above arbitration matters have not yet been heard, the company will deal with them properly. The impact of the above matters on the company's current profit and post-period profit is uncertain. The board of directors of the company will closely monitor the progress of the case and fulfill the obligation of information disclosure in a timely manner. All the information of the company is subject to the announcement officially disclosed in the designated media. Please pay attention to the investment risk.
VI. Documents for reference
1. "Civil order" and "property Preservation notice" issued by Shanghai Fengxian District people's Court (2021 Shanghai 0120 Financial Insurance No. 151,152)
2. The applicant's "Application for Arbitration" and relevant evidentiary materials.
It is hereby announced.
Tianyin communication holding co., Ltd.
The meeting of the Board of Directors
October 20, 2021