Securities code: 300461 securities abbreviation: Tanac Automation Co.Ltd(300461) Announcement No.: 2022-007
Tanac Automation Co.Ltd(300461)
About signing the conditional effective share subscription agreement with the issuing object
Announcement of related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. This matter has been discussed at the 7th meeting and the 5th meeting of the 4th board of directors held on January 5, 2022
It was deliberated and adopted at the 8th meeting of the 4th board of supervisors. According to the provisions of relevant laws and regulations, the stock issuance scheme to specific objects can only be implemented after it is reviewed and approved by the general meeting of shareholders of the company, reviewed and approved by Shenzhen Stock Exchange and approved and registered by CSRC.
2. This transaction will not affect the normal production and operation of the company, and there is no damage to the interests of the company and minority shareholders.
3. For the follow-up matters involved in this transaction, the company will timely perform the obligation of information disclosure according to the progress. There is still uncertainty in this transaction. Please pay attention to the investment risk.
Tanac Automation Co.Ltd(300461) (hereinafter referred to as “the company” and ” Tanac Automation Co.Ltd(300461) “) held the 7th Meeting of the 4th board of directors on January 5, 2022, deliberated and adopted the proposal on related party transactions involved in the company’s issuance of shares to specific objects and signing conditional and effective share subscription agreements with specific objects, Agree that Shanghai Feiyao Investment Management Co., Ltd. (hereinafter referred to as “Feiyao investment”) subscribe for no more than 29694492 RMB common shares issued by the company (hereinafter referred to as “this subscription” or “this issuance”), And signed the conditional effective share subscription agreement between Tanac Automation Co.Ltd(300461) and Shanghai Feiyao Investment Management Co., Ltd. (hereinafter referred to as the “share subscription agreement”) with Feiyao investment. 1、 Overview of related party transactions
On January 5, 2022, Feiyao investment and Takeda hengsi, Takeda Zhousi, Fujino Kangcheng and Qian Chenglin
And the company signed the investment framework agreement on Tanac Automation Co.Ltd(300461) (SZ. 300461) (hereinafter referred to as the “investment framework agreement”), and signed with Takeda hengsi, Takeda Zhousi, Fujino Kangcheng and Qian
Chenglin signed the share transfer agreement on Tanac Automation Co.Ltd(300461) (SZ. 300461) (hereinafter referred to as the “share transfer agreement”). Takeda hengsi, Takeda Zhousi, Fujino Kangcheng and Qian Chenglin respectively transferred 2608080 shares, 2608080 shares, 2391203 shares and 2608080 shares of the listed company held by them to Feiyao investment. After the aforesaid share transfer, Feiyao investment will hold 10215443 shares of the listed company, accounting for 7.83% of the total share capital of the company.
On the same day, Takeda hengsi, Takeda Zhousi and Feiyao investment signed the voting right entrustment and waiver agreement on Tanac Automation Co.Ltd(300461) (SZ. 300461) (hereinafter referred to as the “voting right entrustment and waiver agreement”). From the date of signing the agreement, Takeda hengsi and Takeda Zhousi respectively transferred 19833342 shares of the listed company held by them The voting rights corresponding to 12403836 shares (32237178 shares in total) are irrevocably and fully entrusted to Feiyao investment. Among them, the entrustment period of 2608080 shares held by Takeda hengsi and 2608080 shares held by Takeda Zhousi is from the date of signing the agreement to the date when Takeda hengsi and Takeda Zhousi transfer these shares to Feiyao investment and complete the transfer registration in accordance with the share transfer agreement. The entrustment period of the remaining 17225262 shares held by Takeda hengsi and the remaining 9795756 shares held by Takeda Zhousi is from the date of signing the agreement until the completion of the issuance of shares by the listed company to the specific object (subject to the date when the shares obtained by Feiyao investment through participating in the issuance of shares by the listed company to the specific object are listed on the Shenzhen Stock Exchange), The proportion of shares of listed companies held by Feiyao investment shall not be less than 24.93%.
In addition, since the completion of the issuance of shares by the listed company to specific objects (subject to the date when the shares obtained by Feiyao investment through participating in the issuance of shares by the listed company to specific objects are listed on the Shenzhen Stock Exchange), the proportion of shares of the listed company held by Feiyao investment is not less than 24.93% Takeda Zhousi voluntarily relinquishes their voting rights corresponding to the remaining 17225262 shares and 9795756 shares of the listed company until Takeda hengsi and Takeda Zhousi no longer hold the shares of the listed company.
To sum up, after the entrustment of voting rights, Feiyao investment holds the voting rights corresponding to 32237178 shares of the listed company, accounting for 24.72% of the total share capital of the listed company. The controlling shareholder of the company is changed to Feiyao investment, and the actual controller is changed to Mr. Xiao Yongfu. During the period of voting right entrustment, Takeda hengsi, Takeda Zhousi and Feiyao investment form a concerted action relationship. On the date of the end of voting right entrustment, the concerted action relationship between both parties will automatically terminate.
By subscribing for the shares issued to specific objects this time, the proportion of the number of shares directly held by Feiyao investment in the total share capital of the listed company (after issuance) will rise to 24.93%. This issuance is a measure taken by Feiyao investment to further consolidate its control over the listed company. This issuance will not lead to changes in the company’s control.
According to the Shenzhen Stock Exchange GEM Listing Rules and other relevant laws, regulations and normative documents, the articles of association and the company’s related party transaction management system, Feiyao investment forms a related party relationship with the company, and Feiyao investment participates in the subscription of this issuance, which constitutes a related party transaction with the company.
The independent directors of the company have approved the related party transactions involved in this issuance in advance and issued their prior approval opinions and independent opinions. When the board of directors of the company considered the relevant proposals on this issuance, the related directors have avoided voting, and the relevant proposals were voted by the non related directors. When the proposal related to this issuance is submitted to the general meeting of shareholders of the company for deliberation, the related shareholders also need to avoid voting.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, nor does it constitute a reorganization and listing.
2、 Basic information of related parties
(i) Basic information
Company name: Shanghai Feiyao Investment Management Co., Ltd
Registered address: room 1011, building 2, No. 1218, Yuanyuan Road, Anting Town, Jiading District, Shanghai
Company type: limited liability company (invested or controlled by natural person)
Legal representative: Xiao Yongfu
Date of establishment: September 1, 2014
Registered capital: 50 million yuan
Unified social credit Code: 91310114312333731
Business scope: general items: investment management. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
（2） Ownership structure
Xiao Yongfu, Xiao Zilong
90%10%
Shanghai Feiyao Investment Management Co., Ltd
（3） Main business and recent financial situation
1. Main business
As of the disclosure date, Feiyao investment is mainly engaged in equity investment and investment management.
2. Financial situation of the last year
The financial data of Feiyao investment in recent one year are as follows:
Unit: 10000 yuan
December 31, 2020
Total assets 80.33
Total liabilities 12.31
Total owner’s equity 68.01
Project 2020
Operating income 0
Total profit -31.91
Net profit -31.91
Note: the above financial data have been audited by Zhonghui Certified Public Accountants (special general partnership).
3. Introduction to association relationship
According to the Shenzhen Stock Exchange GEM Listing Rules and other relevant laws, regulations and normative documents, the articles of association and the management system of related party transactions of the company, Feiyao investment is the controlling shareholder of the company and has a related relationship with the company.
3、 Basic information of related party transactions
(i) Subject matter of transaction
The subject matter of this connected transaction is the company. The shares issued to specific objects this time are domestic listed RMB common shares (A shares), with a par value of RMB 1.00 per share.
（2） Principles for price determination of related party transactions
The pricing benchmark date of this offering is the announcement date of the resolution of the board of directors to consider the issue of shares to specific objects. The issue price is 15.82 yuan / share, and the issue price is not less than 80% of the average trading price of the company’s shares in the 20 trading days before the pricing benchmark date. The average trading price of the company’s shares 20 trading days before the pricing benchmark date = the total trading volume of the company’s shares 20 trading days before the pricing benchmark date / the total trading volume of the company’s shares 20 trading days before the pricing benchmark date.
During the period from the pricing benchmark date to the issue date, if the company has ex rights and ex interests matters such as dividend distribution, bonus shares or conversion of share capital, the issue price will be adjusted accordingly.
The adjustment formula is as follows:
Cash dividend distribution: P1 = p0-d
Bonus shares or converted into share capital: P1 = P0 / (1 + n)
Both at the same time: P1 = (p0-d) / (1 + n)
Where P0 is the issue price before adjustment, D is the cash dividend distributed per share, n is the number of bonus shares or converted share capital per share, and P1 is the issue price after adjustment.
4、 Main contents of related party transaction agreement
Party A: Tanac Automation Co.Ltd(300461)
Party B: Shanghai Feiyao Investment Management Co., Ltd
Article 1 number of shares subscribed
Party B shall subscribe all the shares issued by Party A at one time with its own funds, i.e. no more than 29694492 shares.
In case of ex right and ex interest matters such as dividend / cash dividend, bonus shares and conversion of capital reserve into share capital from the pricing base date to the issuance date of Party A’s shares, the upper limit of this issuance will be adjusted accordingly in accordance with the relevant rules of CSRC and Shenzhen Stock Exchange.
The final issuance quantity will be determined by the board of directors of Party A through consultation with the sponsor (lead underwriter) of the issuance according to the authorization of the general meeting of shareholders and the actual situation at the time of issuance after the issuance is reviewed and approved by the Shenzhen Stock Exchange and approved by the CSRC.
Article 2 subscription method, subscription price, performance bond, sales restriction period and payment method
1. Subscription method: Party B subscribes all the shares issued by Party A in RMB cash.
2. Subscription price: Party B’s subscription price is 15.82 yuan / share, Not less than 80% of the average trading price of Party A’s shares on the 20 trading days before the pricing benchmark date (i.e. the announcement date of the first resolution of the board of directors on Party A’s consideration of the issue) (the average trading price of shares on the 20 trading days before the pricing benchmark date = the total trading volume of shares on the 20 trading days before the pricing benchmark date ÷ the total trading volume of shares on the 20 trading days before the pricing benchmark date). The subscription amount paid by Party B to Party A for the subscription of the shares issued by Party A shall be the product of the subscription price and the number of shares subscribed, and the total amount shall not exceed RMB 469766863.44 (in words: RMB 469 million seven hundred and sixty-six thousand eight hundred and sixty-three yuan and forty-four cents).
In case of ex right and ex dividend matters such as dividend / cash dividend, bonus shares and conversion of capital reserve into share capital from the pricing base date to the issuance date, the subscription price of this issuance will be adjusted accordingly in accordance with the relevant rules of CSRC and Shenzhen Stock Exchange. The adjustment formula is as follows:
(1) Cash dividend distribution: P1 = p0-d
(2) Bonus shares or converted into share capital: P1 = P0 / (1 + n)
(3) Two items are carried out simultaneously: P1 = (p0-d) / (1 + n)
Among them, P0 is the subscription price before adjustment, the cash dividend distributed per share is D, the number of bonus shares or converted share capital per share is n, and the adjusted issue price is P1.
3. Performance bond: Party B shall pay a performance bond of RMB 25 million to the special jointly managed bank deposit account within 5 days after the signing of this Agreement and the joint opening of the special jointly managed bank deposit account by Party A and Party B.
After this agreement takes effect, such performance bond and the period interest calculated according to the deposit interest rate of the bank agreement shall be used by Party B to offset part of the subscription price when paying the subscription price.
If Party A’s issuance to a specific object fails to be implemented due to the failure to obtain the approval of Party A’s general meeting of shareholders, the approval of Shenzhen Stock Exchange and the approval of China Securities Regulatory Commission for registration, The performance bond and bank agreement deposit interest paid by Party B (the specific amount of interest is all the interest generated from the date when the performance bond is deposited into the special jointly managed bank deposit account jointly opened by Party A and Party B) will be paid in
