Announcement of the progress situation of merger and acquisition fund which Shandong Tianye Hengji Co., Ltd. participated in the investment

The company's board of directors and all the directors guarantee the content of this notice does not have any false record, misleading statement or material omission, and bear the joint and several liability of the authenticity, accuracy and completeness of its content.

 

1、The progress situation of Shenzhen Tianheng Yinghe Financial Investment Company (limited partnership)(hereinafter referred to as “Tianheng Yinghe”) .

 

 Tianheng Yinghe is an industry mergers and acquisitions fund jointly set up by the company and Shenzhen Qianhai Yinghe Investment Co., Ltd. (hereinafter referred to as “Qianhai Yinghe”), among them, the company and Guotai Yuanxing Asset Management Co., Ltd, as limited partner, respectively contributed 396 million yuan, 741 million yuan,  Qianhai Yinghe contributed 8 million yuan as a general partner. Details can be found in the related Announcements (Lin2015-020, Lin2015-030, Lin 2016-017)  disclosed by the company in Shanghai Securities News, China Securities Journal, and Shanghai Stock Exchange website respectively.

 

According to the company strategic planning, the company will further increase the investment and layout of main business such as mining, real estate, etc., improve the profitability of main business, sustainable development ability and comprehensive competitiveness. Now the company holds  396 million yuan Tianheng Yinghe share  and the share has reached a year long. In order to speed up the capital operation efficiency, optimize the allocation of resources, provide fund support to expand main business ( mining, real estate), according to the partnership agreement, the company withdrew 396 million yuan from the holdings of Tianheng Yinghe share, withdraw the fund share according to the investment fund principal and related benefits, deducted the share proportion of the partnership cost and payed the relevant taxes and fees for clearing, final investment returns will be subject to the audit results, it does not constitute impact on profits of the period.  The company will consider the progress of this matter,  timely performs information disclosure obligation. This matter has  been examined and adopted by the 37th temporary meeting of the 8th session of the board of directors of the company  and  the independent directors announced agreed independent opinions. After the company exited 396 million yuan Tianheng Yinghe share, still hold 200 million yuan bad level share in another LP Guotai Yuanxin/ Tianheng Yinghe special asset management plan of the fund.

 

Up to October 31, 2016,   the total asset of Tianheng Yinghe  is 1, 153, 029, 100 yuan, 1, 145, 023, 300  yuan net worth;  from January to October , 2016,  realized operating income of 00, 000 yuan, net profit of  25, 700 yuan (unaudited).

 

2. The progress situation of Shenzhen Tianying Blackstone Investment Center (limited partnership) (hereinafter referred to as “Tianying  Blackstone”)

 

Tianying  Blackstone is a joint venture set up by  the company holding subsidiary Shenzhen Tianying Innovation Investment Co., Ltd.(hereinafter referred to as “Tianying Innovation”) , Qianhai Yinghe, and Beijing Jiecun Huixin  Investment Management Co., Ltd. (hereinafter referred to as “Jiecun Huixin”) ,

 

Tianying Blackstone is set up by the subsidiary of Shenzhen Tianying Innovation Investment Co., Ltd.(referred to as Tianying Innovation), Qianhai Yinghe, Beijing Jiecun Huixin Investment Management Co., Ltd.(referred to as Jiecun Huixin). Among which, Tianying Blackstone's total amount of subscription is 250 million yuan, Tianying Innovation and Jiecun Huixin, as limited partners invested 245.5 million yuan and 100 million yuan, and Qianhai Yinghe, as a general partner invested 6.5 million yuan. For details, please refer to the relevant announcement pressed in Shanghai Securities News, China Securities Journal and Shanghai Stock Exchange website (Provision No. 2016-006).

 

Recently, Qianhai Yinghe, Tianying Innovation, Jiecun Huixin and Dalian Yongnian Technology Ltd (referred to as Dalian Yongnian), Shenzhen Qianhai Yueyingtong Investment Holdings Limited (referred to as Qianhai Yueyingtong), Zhongrong International Trust Co.,Ltd (referred to as Zhongrong Trust) signed the "Shenzhen Tianying Blackstone Investment Center (limited partnership) Partnership Agreement, and accepted the 34 million yuan investment of Dalian Yongnian, 6,600 million yuan of Qianhai Yingtong and 700 million yuan of Zhongrong to increase the capital of  Tianying Blackstone in the names of new limited partners. After the capital increase, Tianying Blackstone's total amount of subscription is Increased from 250 million yuan to 1.05 billion yuan. The main contents of “Shenzhen Tianying Blackstone Investment Center (limited partnership)” are as follows:

 

1、 Fund size

 

The company of Tianying Blackstone's total amount of contribution is 1.05 billion yuan, among which,  as limited partners, companys of Tianying Innovation, Jiecun Huixin, Qianhai Huiyingtong, Dalian Yongnian and Zhongrong Trust invested 2.425 billion yuan, 1 million yuan, 34 million yuan, 66 million yuan and 700 million yuan, and Qianhai Yinghe as a general partner invested 6.5 million yuan.

 

2、 Time limit

 

Five years from the date of establishment.

 

3Partnership costs and profit distribution methods

General partners provide management and consideration of other services to the partnership enterprises, and agree that the partnership enterprises shall pay the management fee to the general partners during the duration of its existence as a remuneration for the general partner to conduct partnership affairs. During the operation of partnership enterprises, the partnership shall pay the management fee of 0.8% per year of the principal amount of the total paid-up capital. If the investment project involved in a certain investment has been withdrawn and all relevant distributable income has been allocated in accordance with this Agreement,partnership enterprises will no longer calculate and pay the management fee for this term's total paid-in capital, from the first installment period from the date of distribution of the distributable income (if distribute multiply, since the last distribution date)

 

Liquidation of partnership enterprises will be disbursed in the following order: (1) Pay the expenses of partnership enterprises, such as management fees, hosting fees, etc.; (2) Pay the paid-in capital and profit of Zhongrong International Trust Company; (3) Pay of the principal capital of the other partners; (4) After paying the fees above, the rest of the part becomes the "excess returns", and the manager will extract 8% of excess returns as his/her performance fees and allocation. (5) After paying the performance fees and allocation, the remaining part should be allocated to companys of Tianying Innovation, Jiecun Huixin, Qianhai Huiyingtong, and Dalian Yongnian, and allocate in proportion to the capital contributions they made.

 

4Loss allocation

 

The loss of the partnership corporation within the  total amount of investment is proportionally shared by all the partners in accordance with the paid-out capital contribution, and the excess loss is shared by the general partner.

 

5right of making decisions on investment

 

Managing Partners exercise the right of the partnership enterprise investment decision includes but is not limited to: (1) Decide whether the investment conditions of the project investment are in line with the overall interests of the partnership or and whether to make the investment. (2) Decide whether transfer or disposal of the investment assets, real estate and intellectual property held by any reasons. Zhongrong International Trust Company has a veto power on the above matters in its investment period. The Executive Partners shall inform the Zhongrong International Trust Company in advance of the investment decision and obtain its written consent. In case of major investment matters shall be submitted to the resolutions of  partners' meeting. The company will follow the development of related funds and timely disclose informations. Please note the investment risk.

It is hereby notified the above.

 

                                                                                                                      Shandong Tyan Home PLC

Board of Directors

December 31, 2016