The listed company Tanac Automation Co.Ltd(300461) (300461), which used to land in the A-share capital market as a Japanese holding enterprise, is about to change its controlling shareholder, and the successor is Feiyao investment, a Chinese enterprise.
transfer + voting right entrustment + fixed increase
Since January 4 this year, Tanac Automation Co.Ltd(300461) has been suspended because of the planned change of control. On January 6, Tanac Automation Co.Ltd(300461) announced the answer. The company signed the investment framework agreement with Feiyao investment and the company's shareholders Takeda, Takeda, Kono Fujino and Qian Chenglin, which agreed that the company's shareholders Takeda, Takeda, Kono Fujino and Qian Chenglin would transfer the company's shares to Feiyao investment, and the company's shareholders Takeda, Takeda and Qian Chenglin signed an agreement on entrustment and waiver of voting rights with Feiyao investment, And the issue of shares by the company to Feiyao investment. The controlling shareholder of the company will be changed to Feiyao investment and the actual controller will be changed to Xiao Yongfu. The trading of the company's shares will resume from the morning of January 7.
According to the announcement, Takeda, Takeda Zhousi, Kono Fujino and Qian Chenglin transferred 10215400 shares with unlimited sales conditions and circulation of Tanac Automation Co.Ltd(300461) 7.83% legally held by them to Feiyao investment at the price of 23 yuan / share, including 2608100 shares transferred by Takeda, 2608100 shares transferred by Takeda Zhousi, 2391200 shares transferred by Kono Fujino and 2608100 shares transferred by Mr. Qian Chenglin. It is worth mentioning that the equity transfer price is 17.11% higher than the latest closing price of Tanac Automation Co.Ltd(300461) of 19.64 yuan / share.
At the same time, Mr. Takeda and Mr. Takeda agreed that when the voting right entrustment conditions were met, they would entrust the voting right corresponding to 24.72% of the 32237200 shares of the listed company legally held by them to Feiyao investment to exercise; When the conditions for waiver of voting rights are fulfilled, the two persons will permanently and irrevocably give up their voting rights of 27021000 shares of the listed company.
Moreover, Tanac Automation Co.Ltd(300461) plans to issue no more than 29.6945 million shares to Feiyao investment in a non-public manner after being deliberated and approved by the Tanac Automation Co.Ltd(300461) general meeting of shareholders, approved by the Shenzhen Stock Exchange and approved by the CSRC. After the completion of the above three transactions of share transfer + voting right entrustment + non-public offering, the proportion of Tanac Automation Co.Ltd(300461) shares held by Feiyao investment will not be less than 24.93%.
According to the non-public offering plan disclosed by Tanac Automation Co.Ltd(300461) on the same day, Tanac Automation Co.Ltd(300461) plans to issue no more than 29.6945 million shares to Feiyao investment, the issue price is 15.82 yuan / share, and the total amount of raised funds is no more than 470 million yuan. After deducting the issuance expenses, it is planned to be used to supplement working capital, which will help the company reduce the debt level, optimize the capital structure and improve the follow-up financing ability, Expand development space.
the new owner plans to promote the company to develop new business
The announcement shows that after Feiyao investment obtains the control of the listed company, it will appropriately restructure the board of directors, the board of supervisors and the management, and nominate a majority of the seats on the restructured board of directors. The chairman, legal representative and the chairman of the board of supervisors shall be appointed by the directors and supervisors nominated by Feiyao investment respectively.
What is the origin of Feiyao investment, which takes over Tanac Automation Co.Ltd(300461) equity at a premium and plans to win the controlling stake of the company? According to the announcement, Feiyao investment was established in September 2014 with a registered capital of 50 million yuan. Its main business is equity investment and investment management, and its legal representative is Xiao Yongfu. Xiao Yongfu and Xiao Zilong hold 90% and 10% equity of Feiyao investment respectively.
For Xiao Yongfu, the actual controller of Feiyao investment, the reporter of E company learned from public information that Xiao Yongfu was from Linqu County, Shandong Province. He was a retired soldier and began to do business after retirement. Leo new energy, which is actually controlled by him, is a large modern coal chemical enterprise. It was established in April 2009 with a registered capital of 100 million yuan, and its business scope includes metallurgical coke, crude benzene, coal tar Production and sales of gas and other products.
According to the statement of Tanac Automation Co.Ltd(300461) in the non-public offering plan, the company is mainly engaged in the R & D, design, production, sales and technical services of automation equipment. Facing the complex and highly competitive market environment, in order to maintain the sustainable development of the company, while stably developing its existing business, the company will strive to explore new business areas, seek new profit growth points, enhance the profitability of the company and better safeguard the interests of shareholders.
For the purpose of this fixed increase, Tanac Automation Co.Ltd(300461) points out that Feiyao investment will further consolidate its control by subscribing for the shares issued by the listed company. In addition, Feiyao investment will also use its industrial investment resources to establish a comprehensive and in-depth strategic cooperative relationship with the company to support and promote the business development of the company.
According to the financial data, Tanac Automation Co.Ltd(300461) in the first three quarters of 2021, the operating revenue was about 246 million yuan, a year-on-year decrease of 15.46%; The net profit attributable to the parent company was 12.45 million yuan, a year-on-year decrease of 76.29%.
recently issued a warning letter
For Tanac Automation Co.Ltd(300461) , the change of actual controller also means that the company will open a new chapter. But before that, Tanac Automation Co.Ltd(300461) had encountered many troubles.
On December 9, 2021, Tanac Automation Co.Ltd(300461) disclosed that the CSRC decided to file a case against Rosa capital because Rosa capital, a shareholder holding more than 5% of the company, was suspected of insider trading. Tanac Automation Co.Ltd(300461) said that this investigation is aimed at Rose capital, and the company's production and operation activities will not be affected. Statistics show that rose capital holds Tanac Automation Co.Ltd(300461) 9867500 shares, accounting for 7.6% of the total share capital of the company, and is the fifth largest shareholder of the company. Meanwhile, the legal representative of rose capital is Lin Zhihong, who is also the chairman of Tanac Automation Co.Ltd(300461) .
On the other hand, Tanac Automation Co.Ltd(300461) announced on November 29, 2021 that the company, Lin Zhihong and other relevant responsible personnel were issued a warning letter by Zhejiang securities regulatory bureau for violating the information disclosure management measures.
According to the announcement, in August 2021, Tanac Automation Co.Ltd(300461) disclosed the announcement on correction of previous accounting errors, which showed that the company used the retrospective restatement method to correct accounting errors in the equity investment and financial assets measured at fair value and whose changes were included in the current profit and loss of Shenzhen ocean Xiangrui Machinery Co., Ltd., and reduced the attributable net profit of 19.2911 million yuan in 2019, Accounting for 8.94% of the corrected absolute value of attributable net profit in 2019; The attributable net profit in 2020 was increased by 19.2911 million yuan, accounting for 18.41% of the corrected attributable net profit in 2020.
Zhejiang securities regulatory bureau said that according to the relevant provisions of articles 58 and 59 of the measures for the administration of information disclosure of listed companies, Zhejiang securities regulatory bureau decided to take the supervision and management measures of issuing warning letters for Qian Chenglin, the then chairman of Tanac Automation Co.Ltd(300461) , Tanac Automation Co.Ltd(300461) , Lin Zhihong, the chairman of the board, Zhang Yulong, the general manager and director, and Chen Zhen, the Secretary of the board of directors and chief financial officer.
(Securities Times · e company)
