Tanac Automation Co.Ltd(300461)
Simplified equity change report
Name of listed company: Tanac Automation Co.Ltd(300461) place of stock listing: Shenzhen Stock Exchange Stock abbreviation: Tanac Automation Co.Ltd(300461) Stock Code: 300461 information disclosure obligor: Kono Fujino domicile: No. 398, Xinjing Road, Yaozhuang Town, Jiashan County, Zhejiang Province mailing address: No. 398, Xinjing Road, Yaozhuang Town, Jiashan County, Zhejiang Province nature of share change: decrease in the number of shares, Decrease in shareholding ratio (agreement transfer, passive dilution)
Date of signature: January 2002
Statement of information disclosure obligor
1、 The information disclosure obligor prepares this report in accordance with the securities law of the people's Republic of China, the measures for the administration of the acquisition of listed companies, the standards for the content and format of information disclosure by companies that publicly issue securities No. 15 - Report on changes in equity, and other relevant laws, regulations, departmental rules and normative documents.
2、 In accordance with the provisions of the securities law of the people's Republic of China and the measures for the administration of the acquisition of listed companies, this report has fully disclosed the shares in which the information disclosure obligor has an interest in Tanac Automation Co.Ltd(300461) . As of the signing date of this report, except for the shareholding information disclosed in this report, the information obligation Discloser has no interest in Tanac Automation Co.Ltd(300461) in any other way.
3、 The information disclosure obligor has obtained necessary authorization and approval for signing this report, and its performance does not violate or conflict with any provision in the articles of association or internal rules of the information disclosure obligor.
4、 This equity change is based on the information stated in this report. Except for the information disclosure obligor and the professional institution hired, no other person has been entrusted or authorized to provide information not listed in this report and make any explanation or explanation to this report.
5、 The information disclosure obligor promises that there are no false records, misleading statements or major omissions in this report, and is legally responsible for its authenticity, accuracy, completeness and timeliness.
catalogue
The disclosure obligor declares that 2 catalog 3 interpretation Section 1 Introduction to information disclosure obligors 5 Section 2 purpose of this equity change 6 section III method of this equity change Section IV trading of shares of Listed Companies in the first six months Section V other major matters Section VI documents for future reference 35 the disclosure obligor declares that 36 attached table: simplified equity change report thirty-eight
interpretation
Unless otherwise specified, the following abbreviations have the following meanings in this report: This report, this report, refers to the Tanac Automation Co.Ltd(300461) simplified equity change report, this equity change report Tanac Automation Co.Ltd(300461) , the company, above refers to Tanac Automation Co.Ltd(300461) , and is listed on Shenzhen Stock Exchange (stock market company code: 300461)
Information disclosure obligor refers to Kono Fujino
Feiyao investment and acquirer refer to Shanghai Feiyao Investment Management Co., Ltd
Financial consultant and Oriental Investment Bank refer to Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd
The investment framework agreement between Takeda hengsi, Takeda Zhousi, Kono Fujino, Qian Chenglin and Shanghai Feiyao Investment Management Co., Ltd. refers to the investment framework agreement on Tanac Automation Co.Ltd(300461) (SZ. 300461)
The share transfer agreement between Takeda hengsi, Takeda Zhousi, Fujino Kangcheng, Qian Chenglin and Shanghai Feiyao Investment Management Co., Ltd. refers to the share transfer agreement of Tanac Automation Co.Ltd(300461) (SZ. 300461)
The agreement on abandonment of voting rights between Zhutian hengsi, Zhutian Zhousi and Shanghai Feiyao Investment Management Co., Ltd. refers to the agreement on entrustment and abandonment of voting rights of Tanac Automation Co.Ltd(300461) Co., Ltd. (SZ. 300461)
The subscription agreement between the conditional effective stock index Tanac Automation Co.Ltd(300461) and Shanghai Feiyao Investment Management Co., Ltd. is a conditional effective share subscription agreement
The measures for the administration of acquisitions refer to the measures for the administration of acquisitions of listed companies
CSRC and CSRC refer to China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
Working days refer to other natural days except Chinese legal holidays and Saturday Co.Ltd(002291) Sundays
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan in this agreement, unless otherwise specified
Section I Introduction to information disclosure obligors
1、 Basic information of information disclosure obligor
Name: Kono Fujino
Gender: Male
Nationality: Japan
Passport No.: tz080****
Mailing address: No. 398, Xinjing Road, Yaozhuang Town, Jiashan County, Zhejiang Province
Whether to obtain the right of residence in other countries or regions: obtain China's permanent residence permit
Kono Fujino is a director and deputy general manager of a listed company; It has not been punished by the CSRC and other relevant departments or the stock exchange, has not been executed for breach of faith, has no bad credit record in the securities market, and has not been under the circumstances specified in article 148 of the company law. 2、 Information disclosure obligor's equity shares in other domestic and overseas listed companies reach or exceed 5% of the issued shares of the company
As of the signing date of this report, the information disclosure obligor does not hold shares with interests in other domestic and overseas listed companies that reach or exceed 5% of the issued shares of the company.
Section II purpose of this equity change
1、 Purpose of this equity change
This equity change is due to passive dilution and the reduction of shares of listed companies held by information disclosure obligors for their own capital needs.
2、 Whether it intends to continue to increase or dispose of its existing shares of the listed company in the next 12 months
As of the signing date of this report, except for this equity change, the information disclosure obligor has no plan to continue to increase or dispose of its Tanac Automation Co.Ltd(300461) shares in the next 12 months. If the information disclosure obligor subsequently makes a decision to increase or dispose of the shares of the listed company, it will perform the relevant approval procedures and information disclosure obligations in strict accordance with the requirements of relevant laws and regulations.
Section III method of this equity change
1、 Method of this equity change
During this equity change, the information disclosure obligor reduced its Tanac Automation Co.Ltd(300461) holdings through agreement transfer
2391203 tradable shares without restrictions. Due to the company's equity incentive and the proposed issuance to specific objects
Shares lead to passive dilution of shareholding ratio. The details are as follows:
Unit: shares
Time event before the change of the company before the change of shareholding before the change of shareholding after the change of shareholding after the change of shareholding number of shares proportion of total shares
12110400095648127.90% 12980600095648127.37% passive dilution after equity incentive grant on December 14, 2020
2021.10.29 12980600095648127.37% 13040400095648127.33% passive dilution after equity incentive grant
-Agreement transfer 13040400095648127.33% 13040400071736095.50%
-Issue 13040400071736095.50% 16009849271736094.48% shares to specific objects
(i) Agreement transfer
According to the share transfer agreement, the information disclosure obligor intends to transfer 2391203 shares to Feiyao investment.
（2） Tanac Automation Co.Ltd(300461) issue shares to specific objects
Feiyao investment plans to acquire the listed company by means of cash subscription for shares issued by the listed company to specific objects
Company shares. According to the conditional share subscription agreement, Feiyao investment plans to pay 469766863.44 in cash
Yuan subscribed for all the shares issued by the listed company this time, i.e. 29694492 shares (the final subscription quantity is based on China Securities)
Subject to the requirements of the approval documents of the CSRC), the issue price is the trading price of the company's shares 20 trading days before the pricing benchmark date
80% of the average price, i.e. 15.82 yuan / share.
After the above Tanac Automation Co.Ltd(300461) issues shares to specific objects, the shareholding ratio of the information disclosure obligor will be passive
Dilute.
2、 Main contents of agreements related to this equity change
On January 5, 2022, Feiyao investment and Takeda hengsi, Takeda Zhousi, Fujino Kangcheng, Qian Chenglin
Tanac Automation Co.Ltd(300461) signed the investment framework agreement; With Mr. Takeda, Mr. Takeda, Mr. Kono Fujino and Mr. Qian Chenglin
Signed the share transfer agreement; Signed the conditional share subscription agreement with Tanac Automation Co.Ltd(300461) .
(i) Investment Framework Agreement
On January 5, 2022, Feiyao investment, as Party A, signed the investment framework agreement with Takeda hengsi (Party B 1), Takeda Zhousi (Party B 2), Kono Fujino (Party B 3), Qian Chenglin (Party B 4) and Tanac Automation Co.Ltd(300461) (Party C). The main contents of the agreement are as follows:
Article 2 content and purpose of this transaction
2.1 the parties agree that this transaction consists of three parts:
(1) Party B transfers the subject shares legally held by Party B to Party A by agreement;
(2) Party B 1 and Party B 2 entrust the voting rights corresponding to the shares of the listed company they hold to Party A to exercise, and give up the voting rights when the agreed conditions are met;
(3) The listed company issues non-public shares to Party A.
2.2 all parties agree that after the completion of this transaction, the total proportion of shares of the listed company held by Party A shall not be less than 24.93% and become the controlling shareholder of the listed company.
Article 3 assignment of agreement
3.1 while signing this agreement, Party A and Party B shall jointly sign the share transfer agreement. Party B transfers 7.83% of the 10215443 shares of the listed company legally held by Party B with unlimited sales conditions and circulating shares to Party A at the price of 23 yuan / share, including 2608080 shares transferred by Party B 1, 2608080 shares transferred by Party B 2, 2391203 shares transferred by Party B 3 and 2608080 shares transferred by Party B 4.
Article 4 delegation and waiver of voting rights
4.1 while signing this agreement, Party A, Party B 1 and Party B 2 shall jointly sign the voting right entrustment and waiver agreement. Party B 1 and Party B 2 agree that when the voting right entrustment conditions are met, Party B 1 and Party B 2 shall fully entrust the voting right corresponding to 24.72% of 32237178 shares of the listed company legally held by Party B to Party A for exercise; When the conditions for waiver of voting rights are fulfilled, Party B 1 and Party B 2 permanently and irrevocably waive their voting rights of 27021018 shares of the listed company.
Article 5 issuing shares to specific objects
After the approval of the general meeting of shareholders of the listed company, the approval of the Shenzhen Stock Exchange and the decision of consent to registration made by the CSRC, the listed company shall issue non-public shares to Party A according to the following principles:
5.1 issuing object and method
The object of this issuance is Party A, and the issuance method is non-public issuance, that is, the listed company issues shares to party a non-public.
5.2 pricing basis, pricing base date and issue price
The pricing benchmark date of this offering is the announcement date of the resolution of the seventh meeting of the Fourth Board of directors of the listed company considering matters related to this offering, i.e. January 7, 2022.
This offering adopts the average trading price of the listed company's shares 20 trading days before the pricing benchmark date as the market reference price, and the issue price is 15.82 yuan / share, which is no less than 80% of the average trading price of the listed company's shares 20 trading days before the pricing benchmark date.
Calculation formula of average transaction price: listed companies 20 trading days before the pricing benchmark date
