Tanac Automation Co.Ltd(300461) independent director
Prior approval opinions on matters related to the seventh meeting of the Fourth Board of directors
In accordance with 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 shares 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 other laws and regulations In accordance with the relevant provisions of the normative documents and the articles of association, as an independent director of the company, with a realistic, serious and responsible working attitude, we conducted a pre audit on the relevant matters in the seventh meeting of the Fourth Board of directors and expressed the following opinions:
1、 Proposal on withdrawing the application documents for issuing shares to specific objects and re reporting
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 company's 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.
All independent directors of the company unanimously agree to the above-mentioned relevant proposals and agree to submit them to the 7th Meeting of the 4th board of directors for deliberation. Related directors shall avoid voting when voting.
2、 Prior approval opinions on matters related to the issuance of shares to specific objects
1. 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), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) and other relevant laws, regulations and normative documents, we believe that the company meets the conditions for issuing shares to specific objects, The company's relevant plans and plans for the issuance of shares to specific objects comply with the relevant provisions of relevant laws, regulations and normative documents. The plans are practical, in line with the actual situation of the company, and there is no damage to the interests of the company and minority shareholders.
2. The issuing objects of the company's shares to specific objects this time comply 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 registration of companies listed on the gem (for Trial Implementation), the detailed rules for the implementation of non-public offering of shares by listed companies (revised in 2020) and other laws and regulations, The terms and signing procedures of the conditional effective share subscription agreement signed between the company and the issuing object Shanghai Feiyao Investment Management Co., Ltd. comply with the provisions of national laws, regulations and other normative documents, and there is no situation that damages the interests of the company and shareholders, especially the interests of small and medium-sized shareholders.
3. The demonstration and analysis report on the company's stock issuance scheme to specific objects and the feasibility analysis report on the use of raised funds comprehensively consider the company's development strategy, development trend of relevant industries, financial status and capital demand, which is in line with the interests of the company and shareholders, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders, Comply with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association.
4. The company's analysis on the impact of the issuance of shares to specific objects on the dilution of immediate return, the measures to fill the return and the commitments of relevant subjects are in line with 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 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) are conducive to improving the business scale and operating efficiency of the company, Relevant subjects were required to make a commitment to the effective implementation of the company's compensation and return measures, which effectively protected the interests of all shareholders.
5. The company's dividend return plan for shareholders in the next three years (2022-2024) is in line with the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) issued by 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 focus on the long-term and sustainable development of the company, take into account the short-term interests and long-term interests of shareholders, and comprehensively consider the profitability, development stage, cash flow status, shareholders' returns and other factors of the company, It has established a sustainable, stable and scientific return planning and mechanism for investors, maintained the consistency, rationality and stability of profit distribution policies, and its contents and decision-making procedures comply with the relevant provisions of relevant laws and regulations.
Therefore, we agree to submit these proposals to the 7th Meeting of the 4th board of directors of the company for deliberation, and related directors shall avoid voting when voting.
3、 Prior approval opinions on related party transactions involved in the issuance of shares to specific objects
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 the entrustment and waiver of voting rights of Zhejiang Tanac Automation Co.Ltd(300461) Co., Ltd. (SZ. 300461). 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.
We believe that:
1. Shanghai Feiyao Investment Management Co., Ltd. is qualified to subscribe for shares issued to specific objects this time. 2. The pricing principle of this related party transaction meets the requirements of relevant regulations. This related party transaction is fair and reasonable, the transaction price is reasonable and fair, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and minority shareholders.
3. The issuance of shares to specific objects involves related party transactions, which have been approved by us in advance before being submitted to the board of directors for deliberation. When the board of directors of the company deliberated on relevant proposals, relevant directors avoided voting on relevant proposals, and the decision-making process of related party transactions is legal and compliant.
4. The related party transactions involved in the company's issuance of shares to specific objects need to be submitted to the general meeting of shareholders for deliberation and approval. When the general meeting of shareholders deliberates the proposal, the related shareholders shall avoid voting.
To sum up, all independent directors of the company unanimously agreed to submit the company's proposal on related party transactions to specific objects and agreed to submit it to the 7th Meeting of the 4th board of directors for deliberation. When voting on proposals involving related party transactions, related directors need to avoid voting.
(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' prior approval 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
