Zhitong Finance App News, Tianyun International Holdings (06836) announced that on April 30, 2024, the company (as transferee), True Choice (as transferee), Mr. Yang and Jianlibao Asia entered into a rights and obligations transfer agreement. The company has agreed to transfer and replace its rights and obligations under the subscription agreement to True Choice; and True Choice has agreed to assume all of the company's rights and obligations under the subscription agreement at a cost of RMB 60 million.

Based on the reasons stated in the company's announcement dated November 20, 2023, the company entered into a subscription agreement in November 2023. However, as revealed in the latest announcement issued by the company on April 15, 2024, the Group's financial situation is very serious, with only bank cash of about RMB 1.1 million. As a result, the company did not have the financial resources to complete the subscription, which involved a balance payment of RMB 240 million. According to the subscription agreement, Jianlibao Asia has the right to forfeit the subscription deposit of RMB 60 million due to the company's failure to fulfill the subscription agreement. On the other hand, the company is still responsible for repaying the RL loan of RMB 60 million provided by Rainbow Lead to pay the subscription deposit on November 27, 2023. According to the listing rules, an RL loan is an unsecured loan under general commercial terms and constitutes a fully exempt connected transaction where a related party provides financial support to the company.

In view of the Group's serious financial situation, the board of directors believes that it is in the best interest of the company not to carry out subscription matters (even if Jianlibao Asia agrees to allow the company to reduce the subscription size) but enter into a rights and obligations transfer agreement to cancel and exempt the company from its rights and obligations under the subscription agreement.

True Choice assumes responsibility for subscribing to Jianlibao Asia shares and offsetting the RL loan with a subscription deposit. The company can be exempted from the burden of repaying the RL loan. Otherwise, in the current financial situation of the company, it will be extremely difficult to repay the RL loan. Furthermore, if the contracting party does not enter into an agreement to transfer rights and obligations, the subscription deposit will be forfeited in accordance with the terms of the subscription agreement.

True Choice will subscribe to the adjusted subscription items at the same valuation as the company subscribed under the subscription items (based on Jianlibao's total valuation of RMB 6 billion). An agreement on the transfer of rights and obligations is reached after fair negotiation between the contracting parties and is intended to help reduce the company's further financial burden due to breach of the subscription agreement.