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 obligors: Takeda hengsi and Takeda Zhousi 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, entrusted voting right, 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 Section 3 the way of this equity change Section 4 trading of shares of Listed Companies in the first six months Section V other major matters Section VI documents for future reference 45 the disclosure obligor declares that 46 attached table: simplified report on changes in equity forty-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 obligors, i.e. Takeda hengsi, Takeda Zhousi, the acting party and the transferor
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 obligors (I) Keiji Takeda
Name: Hiroshi Takeda
Gender: Male
Nationality: Japan
Passport No.: ts037****
Mailing address: No. 398, Xinjing Road, Yaozhuang Town, Jiashan County, Zhejiang Province
Whether to obtain the right of residence in other countries or regions: no
Mr. Takeda is a director 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） Takeda Zhousi
Name: Takeda Zhousi
Gender: Male
Nationality: Japan
Passport No.: tr580****
Mailing address: No. 398, Xinjing Road, Yaozhuang Town, Jiashan County, Zhejiang Province
Whether to obtain the right of residence in other countries or regions: no
Takeda Zhousi is a director 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、 Relationship between information disclosure obligors
Mr. Takeda and Mr. Takeda are brothers. According to the measures for the administration of the acquisition of listed companies, they are acting in concert. 3、 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
In order to meet the needs of the company’s strategic development, optimize the company’s ownership structure, enhance and tap the company’s asset potential, and promote the company’s sustainable and healthy development in the future, the information disclosure obligor plans to introduce Feiyao investment as the controlling shareholder of the listed company. After this equity change, Feiyao investment will become the controlling shareholder of the listed company, and Mr. Xiao Yongfu will become the actual controller of the listed company.
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 examination and approval procedures and information disclosure obligations in strict accordance with the requirements of the securities law, the measures for the administration of the acquisition of listed companies and other relevant laws and regulations.
According to the voting right entrustment and waiver agreement, after the listed company issues shares to specific objects, the information disclosure obligor voluntarily waives the voting right corresponding to 27021018.00 shares of the listed company legally held by Feiyao investment from the date when the proportion of shares of the listed company held by Feiyao investment is not less than 24.93%. The voting rights corresponding to this part of the shares were previously entrusted by the information disclosure obligor to Shanghai Feiyao Investment Management Co., Ltd. In addition, the information disclosure obligor has no plan to continue to increase or dispose of the voting rights corresponding to the shares of the listed company through voting right entrustment or waiver in the next 12 months. If the information disclosure obligor subsequently makes a decision to increase or dispose of the voting rights corresponding to the shares of the listed company, it will perform the relevant examination and approval procedures and information disclosure obligations in strict accordance with the requirements of the securities law, the measures for the administration of the acquisition of listed companies and other relevant laws and regulations.
Section III method of this equity change
1、 Method of this equity change
During this equity change, the equity changes of the information disclosure obligor are as follows: (1) voting right entrustment and
Abandonment; (2) Assignment of agreement; (3) Listed companies issue shares to specific objects, resulting in information disclosure obligors holding
Passive dilution of share ratio; (4) The implementation of equity incentive by listed companies leads to the passive shareholding ratio of information disclosure obligors
Dilute.
The information disclosed by Takeda is as follows:
Time event before change before change before change after change after change after change after change total share capital shareholding quantity shareholding proportion total share capital shareholding quantity shareholding proportion of the company
2020.12.14 passive dilution after granting 1211040001983334216.38% 1298060001983334215.28% of equity incentive
2021.10.29 passive dilution after granting 1298060001983334215.28% 1304040001983334215.21% of equity incentive
19,833,342
2021.1.5 voting right entrustment 1304040001983334215.21% 130404000 (15.21% voting right entrusted)
19,833,34217,225,262
-Agreement transfer 130404000 (voting rights 15.21% 130404000 (voting rights 13.21% entrusted)
To a specific object 172252621722526272
-Issue 130404000 shares (voting rights 13.21% 160098492 (waiver of 10.76% entrusted voting rights)
The information disclosed by Takeda Zhousi is as follows:
Time event before change before change before change after change after change after change after change total share capital shareholding quantity shareholding proportion total share capital shareholding quantity shareholding proportion of the company
2020.12.14 passive dilution after granting 1211040001240383610.24% 129806000124038369.56% of equity incentive
2021.10.29 passive dilution after equity incentive grant of 129806000124038369.56% 130404000124038369.51%
12,403,836
2021.1.5 voting right entrustment 130404000124038369.51% 130404000 (voting right 9.51%)
