Securities code: 300461 securities abbreviation: Tanac Automation Co.Ltd(300461) Announcement No.: 2022-015
Tanac Automation Co.Ltd(300461)
Announcement on resolutions of the 7th Meeting of the 4th board of directors
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.
1、 Convening of board meeting
The 7th Meeting of the 4th board of directors of Tanac Automation Co.Ltd(300461) (hereinafter referred to as "the company")
The meeting was held on January 5, 2022 in the company's conference room by combining on-site and communication. The meeting was notified on
On December 31, 2021, it was sent to all directors, supervisors and senior executives by e-mail notice and telephone notice
Level management.
There are 11 directors who should attend the meeting, and 11 actually attended the meeting, including supervisors and senior managers of the company
Attended the meeting as nonvoting delegates. The meeting was convened and presided over by Mr. Lin Zhihong, chairman of the company. The convening and convening of this meeting comply with the relevant provisions of the company law and the articles of association.
2、 Deliberations of the board meeting
1. The proposal on withdrawing the application documents for issuing shares to specific objects and re reporting was deliberated and adopted
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents, comprehensively considering the capital market situation and the actual situation of the company, After careful analysis, the company decided to withdraw the application documents for issuing shares to specific objects and re declare. At present, all businesses of the company operate normally. The withdrawal of the application documents will not have a significant impact on the normal production and operation of the company, and will not damage the rights and interests of the company and shareholders, especially minority shareholders.
The company's issue of shares to specific objects has been handled by the board of directors authorized by the company's first extraordinary general meeting of shareholders in 2021. The withdrawal of application documents related to the issue of shares to specific objects does not need to be submitted to the general meeting of shareholders for deliberation.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes, and the affiliated directors, Heji Takeda and Zhou Takeda
It was passed by avoiding the vote.
2. The proposal on signing the investment framework agreement was deliberated and adopted
The company plans to sign the investment framework agreement on Tanac Automation Co.Ltd(300461) (SZ. 300461) with Shanghai Feiyao Investment Management Co., Ltd. (hereinafter referred to as "Feiyao investment"), the company's shareholders Takeda Xiangsi, Takeda Zhousi, Kono Fujino and Qian Chenglin, which stipulates that the company's shareholders Takeda Xiangsi, Takeda Zhousi, Kono Fujino and Qian Chenglin will transfer the company's shares to Feiyao investment, The company's shareholders Takeda hengsi and Takeda Zhousi signed an agreement on the entrustment and waiver of voting rights with Feiyao investment, and the company issued shares to Feiyao investment. For details, please refer to cninfo.com, the information disclosure website designated by the CSRC（ http://www.cn.info.com..cn. ）Suggestive announcement on the signing of investment framework agreement, share transfer agreement, voting right entrustment and waiver agreement and change of control by shareholders of the company.
The independent directors of the company have expressed their independent opinions on the proposal.
Voting results: 7 affirmative votes, 0 negative votes and 0 abstention votes. The related directors, Mr. Takeda, Mr. Takeda, Mr. Fujino Kangcheng and Qian Chenglin, avoided voting and were adopted.
3. The proposal on the company meeting the conditions for issuing shares to specific objects was deliberated and adopted
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents, and in comparison with the requirements of relevant qualifications and conditions for listed companies to issue shares to specific objects, the board of directors of the company has repeatedly communicated and demonstrated, Consider that the company meets the conditions and qualifications for issuing shares to specific objects.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes. The related directors Heji Takeda and Zhou Takeda avoided voting and were adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on the company's stock issuance scheme to specific objects was deliberated and adopted one by one
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other relevant laws, regulations and normative documents, the company has formulated a plan for issuing shares to specific objects, and the board of Directors voted on the following matters one by one:
4.1 types and par value of issued shares
The shares issued to specific objects this time are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
It was passed by avoiding the vote.
4.2 issuance method and time
All the shares issued this time are issued to specific objects. The company will choose an appropriate time to issue shares to specific objects within the validity period approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission. Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes. The related directors Heji Takeda and Zhou Takeda avoided voting and were adopted.
4.3 issuing object and subscription method
The issuing object of the shares issued to specific objects this time is Feiyao investment, with a total of 1 specific object, which meets the provisions of no more than 35 issuing objects stipulated by the securities regulatory authorities such as the CSRC.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes. The related directors Heji Takeda and Zhou Takeda avoided voting and were adopted.
4.4 pricing base date, issue price and pricing principle
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.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes. The related directors Heji Takeda and Zhou Takeda avoided voting and were adopted.
4.5 issue quantity
The number of shares issued to specific objects this time shall not exceed 29694492 (including this number), and the number of shares issued shall not exceed 30% of the total share capital of the company before this issuance. In case of ex right and ex interest matters such as dividend distribution, bonus shares and conversion of capital reserve into share capital between the pricing base date and the issuance date, the upper limit of shares issued to specific objects will be adjusted accordingly in accordance with the relevant provisions of the CSRC.
The final issuance quantity will be determined by the board of directors of the company 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.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes. The related directors Heji Takeda and Zhou Takeda avoided voting and were adopted.
4.6 restricted period
The shares subscribed by the issuing object of this issuance shall not be transferred within 36 months from the date of completion of the issuance. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail.
After the end of this offering, the shares of the company increased by the issuing object due to bonus shares from the company and the conversion of capital reserve into share capital shall also comply with the above arrangement of the sales restriction period. After the end of the restricted sale period, the reduction of the issued shares subscribed by the issuing object shall be implemented in accordance with the relevant provisions of the CSRC and the Shenzhen Stock Exchange.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes. The related directors Heji Takeda and Zhou Takeda avoided voting and were adopted.
4.7 place of listing
The shares issued to specific objects will be listed on the gem of Shenzhen Stock Exchange.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes. The related directors Heji Takeda and Zhou Takeda avoided voting and were adopted.
4.8 arrangement of accumulated undistributed profits before this issuance to specific objects
After the issuance of shares to specific objects is completed, the new and old shareholders of the company shall jointly share the accumulated undistributed profits before the issuance of shares to specific objects according to the shareholding ratio after the issuance.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes. The related directors Heji Takeda and Zhou Takeda avoided voting and were adopted.
4.9 validity period of the resolution issued to specific objects
The validity period of this issuance resolution is 12 months from the date when the company's general meeting of shareholders deliberates and adopts the relevant proposals of this issuance.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes. The related directors Heji Takeda and Zhou Takeda avoided voting and were adopted.
4.10 amount and purpose of raised funds
The total amount of funds raised by this issuance to specific objects does not exceed 469766863.44 yuan. After deducting the issuance expenses, it is planned to be used to supplement the working capital.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes. The related directors Heji Takeda and Zhou Takeda avoided voting and were adopted.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the above proposals.
The company's issuance plan to specific objects can only be implemented after it is approved by the general meeting of shareholders of the company, reviewed and approved by Shenzhen Stock Exchange and approved by the CSRC for registration. Finally, the plan reviewed by Shenzhen Stock Exchange and approved by the CSRC for registration shall prevail.
5. The proposal on the company's stock issuance plan to specific objects was deliberated and adopted
In accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) and other laws, regulations and normative documents, and in combination with the specific situation of the company, the company has prepared the plan for Tanac Automation Co.Ltd(300461) issuing shares to specific objects. For details, please refer to cninfo.com, the information disclosure website designated by the CSRC（ http://www.cn.info.com..cn. ）Plan for Tanac Automation Co.Ltd(300461) issuing shares to specific objects on.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes. The related directors Heji Takeda and Zhou Takeda avoided voting and were adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
6. The proposal on related party transactions involved in the company's issuance of shares to specific objects and the signing of conditional and effective share subscription agreement with specific objects was deliberated and adopted
On January 5, 2022, by signing the investment framework agreement on Tanac Automation Co.Ltd(300461) (SZ. 300461) and the share transfer agreement on Tanac Automation Co.Ltd(300461) (SZ. 300461) with the company and its shareholders Takeda hengsi, Takeda Zhousi, Kono Fujino and Qian Chenglin, Feiyao investment will hold 7.83% of the company's shares by means of agreement transfer and become a shareholder with a shareholding ratio of more than 5%. On the same day, Takeda hengsi, Takeda Zhousi and Feiyao investment signed the agreement on Tanac Automation Co.Ltd(300461) (SZ. 300461) voting right entrustment and waiver. 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 (a total of 32237178 shares, including 5216160 shares transferred to Feiyao investment agreement but not yet completed the transfer registration) are irrevocably and fully entrusted to Feiyao investment. After this 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.
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 connected transaction management system, Feiyao investment forms a connected relationship with the company. According to the company's issuance plan to specific objects, the company plans to issue no more than 29694492 RMB common shares to Feiyao investment, and Feiyao investment's subscription of the company's issuance of shares to specific objects involves related party transactions.
The company intends to sign the conditional effective share subscription agreement between Tanac Automation Co.Ltd(300461) and Shanghai Feiyao Investment Management Co., Ltd. with Feiyao investment. For details, please refer to cninfo.com, the information disclosure website designated by the CSRC（ http://www.cn.info.com..cn. ）On signing with the issuing object
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And related party transactions.
The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on this proposal.
Voting results: 9 affirmative votes, 0 negative votes and 0 abstention votes. The related directors Heji Takeda and Zhou Takeda avoided voting and were adopted.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
7. Deliberated and adopted the regulations on
