Tanac Automation Co.Ltd(300461) independent director
Independent opinions on matters related to the 7th Meeting of the 4th board of directors
According to the company law of the people's Republic of China, the securities law of the people's Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange (revised in December 2020), the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange (revised in 2020) and Tanac Automation Co.Ltd(300461) (hereinafter referred to as the "company") According to the working system of independent directors and other relevant provisions, as an independent director of the company, based on independent judgment, he expressed the following independent opinions on the relevant matters of the seventh meeting of the Fourth Board of directors of the company:
1. Independent opinions on withdrawing the application documents for issuing shares to specific objects and re reporting matters
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 issuance of shares to specific objects has been authorized by the board of directors of the company at the first extraordinary general meeting of shareholders in 2021. The withdrawal of application documents related to the issuance of shares to specific objects does not need to be submitted to the general meeting of shareholders for deliberation.
We unanimously agree that the company withdraws the application documents for issuing shares to specific objects and re declares the matters.
2. Independent opinion on signing Investment Framework Agreement
The investment framework agreement signed by Shanghai Feiyao Investment Management Co., Ltd., the issuing object of the company's shares to specific objects, and the company, Takeda hengsi, Takeda Zhousi, Fujino Kangcheng and Qian Chenglin is legal and effective, complies with relevant laws, regulations and the articles of association, and does not harm the interests of the company and shareholders, In line with the overall interests of the company and all shareholders. We unanimously agree that the company will sign the investment framework agreement.
3. Independent opinions on the company meeting the conditions for issuing shares to specific objects
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, I
4. Independent opinions on the company's plan to issue shares to specific objects
The company's plan to issue shares to specific objects this time complies with the provisions of 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 and regulations; The contents of the plan on the type of shares to be issued and par value per share, issuance method, pricing method and issuance price, issuance quantity, issuance object and subscription method, lock-in period, listing place, validity period of the resolution on this issuance, disposal of accumulated undistributed profits before this issuance, amount and purpose of raised funds comply with the provisions of relevant laws and regulations, pricing principles, basis The methods and procedures are reasonable, the issuance scheme is practical and feasible, which is in line with the company's development strategy, is conducive to further strengthening the company's competitiveness and ensuring the sustainable development of the company, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree to the scheme of issuing shares to specific objects.
5. Independent opinions on the company's stock issuance plan to specific objects
The Tanac Automation Co.Ltd(300461) plan for issuing shares to specific objects prepared by the company for this issuance of shares to specific objects comprehensively considers the current situation and development trend of the industry, the current situation of the company and the impact of this issuance on the company, which is in line with the provisions of relevant laws, regulations, normative documents and the actual situation of the company, The plan does not damage the interests of the company and all its shareholders, especially minority shareholders, and the company's issuance of shares to specific objects is conducive to enhancing the company's sustainable profitability and market competitiveness, which is in line with the interests of the company's shareholders. Therefore, we unanimously agree to the plan for issuing shares to specific objects.
6. Independent opinions 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
Shanghai Feiyao Investment Management Co., Ltd. is the issuing object of the company's shares to specific objects. Shanghai Feiyao Investment Management Co., Ltd. is the controlling shareholder of the company and has an associated relationship with the company. The voting procedures of the related party transactions involved in the company's issuance of shares to specific objects comply with the provisions of relevant laws and regulations and the articles of association. The transaction pricing method is fair and fair, and there is no situation that damages the interests of the company and its shareholders, especially minority shareholders.
7. Independent opinions on the demonstration and analysis report of the company's stock issuance scheme to specific objects
The demonstration and analysis report of the company's stock issuance scheme to specific objects fully considers the company's industry and development stage, financing planning, financial status, capital demand and other factors, and fully demonstrates the necessity of this issuance to specific objects, the rationality of the pricing principle, basis, method and procedure of this issuance, and the feasibility of this issuance method, The fairness and rationality of the issuance plan, the impact of the issuance on the dilution of the original shareholders' equity or immediate return, and the specific measures to fill in. Therefore, we express our independent opinions on the demonstration and analysis report of the stock issuance scheme to specific objects.
8. Independent opinions on the feasibility analysis report on the use of funds raised by issuing shares to specific objects after reviewing the feasibility analysis report on the use of funds raised by issuing shares to specific objects in Tanac Automation Co.Ltd(300461) , we believe that the funds raised by issuing shares to specific objects can meet the needs of working capital for the continuous development of the company's business, Thus, it is in the interests of the company and all shareholders of the company to promote the sustainable and healthy development of the company's main business, provide the company with the financial strength required for anti risk ability, and further improve the company's sustainable operation ability and profitability. Therefore, we agree to the feasibility analysis report on the use of funds raised by Tanac Automation Co.Ltd(300461) issuing shares to specific objects.
9. Independent opinions on diluting the immediate return, measures to fill the return and relevant commitments by issuing shares to specific objects
According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) The relevant provisions of several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31) and other documents, The company analyzed the impact of the issuance of shares to specific objects on the company's financial indicators, put forward specific filling return measures, and the relevant subjects made a commitment to the practical implementation of the company's filling return measures. We agree to the diluted immediate return and filling measures for the issuance of shares to specific objects and the commitment of relevant subjects to take filling measures for the diluted immediate return of the issuance of shares to specific objects.
10. Independent opinions on the establishment of a special account for raising funds by issuing shares to specific objects
We believe that the company has decided to set up a special account for the raised funds to deposit the raised funds issued to specific objects this time. The implementation of special account storage management and special funds is in line with the provisions of laws and regulations, which is conducive to the management and use of the raised funds and improves the efficiency of the use of the raised funds. As an independent director of the company, we agree to the above matters.
11. Independent opinions on shareholder return planning of the company in the next three years (2022-2024)
After review, we believe that the shareholder return plan for the next three years (2022-2024) formulated by the company is in line with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) of China Securities Regulatory Commission The guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (CSRC announcement [2013] No. 43) and the articles of association have fully taken into account the sustainable development of the company and the reasonable investment return of the majority of investors, established a sustained, stable and active dividend policy for the company, and further improved the company's cash dividend policy, In line with the interests of the company and all shareholders. Therefore, we agree to the shareholder return plan for Tanac Automation Co.Ltd(300461) the next three years (2022-2024) formulated by the company.
12. Independent opinion on the need to issue the report on the use of the previously raised funds
Since the initial public offering of shares in 2015, the company has not raised funds by means of share allotment, additional issuance, issuance of convertible bonds and issuance of shares to specific objects. All the funds raised by the company last time were in place on May 14, 2015. It has been five fiscal years since then, and the fund-raising account has been cancelled. In accordance with the relevant provisions of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the detailed rules for the implementation of non-public development of shares by listed companies (revised in 2020) and the provisions on the report on the use of previously raised funds (Zheng Jian FA FA Zi [2007] No. 500), The company does not need to prepare a report on the use of the funds raised in the previous time, nor does it need to hire an accounting firm to issue an assurance report on the use of the funds raised in the previous time. Accordingly, we agree that the company does not need to prepare the report on the use of the previously raised funds.
13. Independent opinions on requesting the general meeting of shareholders to authorize the board of directors to fully handle matters related to the issuance of shares to specific objects
Authorizing the board of directors to fully handle the specific matters of this issuance of shares to specific objects is conducive to the efficient and orderly implementation of this issuance of shares to specific objects. The specific authorization content and authorization period comply with relevant laws and regulations and the articles of association, The company's request to the general meeting of shareholders to authorize the board of directors to handle matters related to the issuance of shares to specific objects is conducive to the company's smooth promotion of the issuance of shares to specific objects, and there is no situation that damages the interests of the company and all its shareholders, especially small and medium-sized shareholders. As an independent director of the company, we agree to the above matters.
(there is no text below, and the next page is the signature page)
(there is no text on this page, which is the signature page of Tanac Automation Co.Ltd(300461) independent directors' independent opinions on matters related to the seventh meeting of the Fourth Board of directors of the company) signature of independent directors:
Dong Zhen, Huang Peng, Xu pan
Hui Zhong Zhang
January 5, 2022
