Tanac Automation Co.Ltd(300461)
Detailed 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 obligor: Shanghai Feiyao Investment Management Co., Ltd
Address: room 1011, building 2, No. 1218, Yuanyuan Road, Anting Town, Jiading District, Shanghai
Mailing address: room 3117, No. 68, middle Yincheng Road, Pudong New Area, Shanghai Tel: 18917698760 change nature of shares: increase in the number of shares and shareholding ratio (equity transfer, acceptance of voting power entrustment, subscription of shares issued by listed companies to specific objects)
Date of signature: January 2002
Statement of information disclosure obligor
1、 This report is prepared 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 the acquisition of listed companies, and the standards for the content and format of information disclosure by companies offering securities to the public No. 15 – Report on changes in equity Preparation of standards for the contents and forms of information disclosure by companies offering securities to the public No. 16 – Acquisition report of listed companies 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 Section 2 purpose and approval procedure of this equity change Section III the way of this equity change Section IV source of funds 44 Section V follow up plan Section VI analysis of the impact on listed companies 47 section 7 major transactions with listed companies Section 8 trading of shares of Listed Companies in the first six months Section IX Financial Information of the information disclosure obligor Section x other major matters Section Xi documents for future reference 62 the disclosure obligor declares that 63 financial advisor statement 64 attached table: detailed report on changes in equity sixty-six
interpretation
Unless otherwise specified, the following abbreviations have the following meanings in this report: This report, this report and this equity change refer to the Tanac Automation Co.Ltd(300461) detailed equity change report
Report
Tanac Automation Co.Ltd(300461) , public refers to Tanac Automation Co.Ltd(300461) , which is listed on Shenzhen Stock Exchange (Stock Code: Division, listed company 300461)
Feiyao investment, information disclosure obligor, transferee and acquirer of Shanghai Feiyao Investment Management Co., Ltd
The transferor refers to Qian Chenglin, Takeda hengsi, Takeda Zhousi and Fujino Kangcheng
Financial consultant, Dongfang index Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd
Investment bank
Feiyao investment agreement assigns some shares of the listed company held by Qian Chenglin, Takeda hengsi, Takeda Zhousi and Fujino Kangcheng, irrevocably accepts the entrustment of voting rights of all shares of the listed company held by Takeda hengsi and Takeda Zhousi, and Feiyao invests cash to subscribe for new shares issued by the listed company to specific objects
The investment framework agreement between Zhutian Xiangsi, Zhutian Zhousi, Fujino Kangcheng, Qian Chenglin and Shanghai Feiyao refers to the investment framework agreement of Tanac Automation Co.Ltd(300461) (SZ. 300461) of the company
The agreement on the investment management of Takeda Xiangsi, Takeda Zhousi, Kono Fujino, Qian Chenglin and Shanghai Feiyao in the share transfer association refers to the share transfer agreement of the limited company on Tanac Automation Co.Ltd(300461) (SZ. 300461)
“Voting power entrustment” refers to the voting power entrustment and abandonment agreement between Zhutian hengsi, Zhutian Zhousi and Shanghai Feiyao Investment Management Co., Ltd. on Zhejiang tianzhonghe abandonment agreement and Jingji Co., Ltd. (sz.300461)
The share subscription agreement with the effective conditions Tanac Automation Co.Ltd(300461) and the effective share subscription agreement of the attached articles of Shanghai Feiyao Investment Management Co., Ltd
Discussion
Asset delivery date refers to the date on which the delivery of target assets is completed, that is, on that date, all target assets shall be transferred to the name of the acquirer and the transfer registration procedures shall be completed in accordance with the procedures prescribed by applicable laws.
The acquisition management office refers to the measures for the administration of the acquisition of listed companies
China Securities Regulatory Commission and China Securities Regulatory Commission
Supervisory 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 obligor
As of the signing date of this report, the basic information of the information disclosure obligor Shanghai Feiyao Investment Management Co., Ltd. is as follows:
Company name: Shanghai Feiyao Investment Management Co., Ltd
Registered address: room 1011, building 2, No. 1218, Yuanyuan Road, Anting Town, Jiading District, Shanghai
Registered capital: 50 million yuan
Legal representative: Xiao Yongfu
Date of establishment: September 1, 2014
Operating period: September 1, 2014 to August 31, 2044
Unified social credit Code: 91310114312333731
Enterprise type: limited liability company (invested or controlled by natural person)
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)
Mailing address: room 3117, No. 68, middle Yincheng Road, Pudong New Area, Shanghai
Tel: 18917698760
2、 Equity control relationship of information disclosure obligor (I) structure chart of equity control relationship of information disclosure obligor
As of the signing date of this report, the equity structure of Feiyao investment, the information disclosure obligor, is as follows:
Xiao Yongfu, Xiao Zilong
90%10%
Shanghai Feiyao Investment Management Co., Ltd
（2） Basic information of the actual controller and controlling shareholder of the information disclosure obligor
As of the signing date of this report, Xiao Yongfu holds 90% equity of Feiyao investment and is the controlling shareholder and actual controller of Feiyao investment. Among them, Xiao Yongfu and Xiao Zilong are father son relationship.
（3） Information disclosure obligors, their actual controllers and core enterprises controlled by controlling shareholders
1. Feiyao investment is a core enterprise without control
Except for the proposed acquisition of Tanac Automation Co.Ltd(300461) , as of the signing date of this report, Feiyao investment does not control other enterprises. 2. Core enterprises controlled by the actual controller of Feiyao investment
The core enterprises and main businesses controlled by Xiao Yongfu are as follows:
No. company name registered capital shareholding ratio business scope
General items: coke production and sales; Sales of coal and coal products; Sales of chemical products (excluding licensed chemical products) (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed projects: 1. Production and sales of 90% coal tar, crude benzene, sulfur and gas of Shandong Leo Xinneng 100 million (the validity period of active Co., Ltd. shall be subject to the license); Gas operation; Heat production and supply; Power generation, transmission and power supply business; Import and export of goods (for items subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business items shall be subject to the approval results)
General items: non residential real estate leasing; Engineering management services; General cargo warehousing services (excluding hazardous chemicals and other items requiring license and approval); Import and export of goods; Engaging in investment activities with its own funds; Technical service, technical development, technical consultation, technical exchange, technology transfer, Shandong Youfu industrial technology promotion; Sales of coal and products. (except for the 100 million 91% approved projects of 2 Group Co., Ltd. according to law, carry out business activities independently according to law with the business license) licensed projects: gas operation; Heat production and supply; Power generation business, power transmission business and power supply (distribution) business. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments
(quasi)
Real estate development; Real estate information consultation; Real estate marketing planning; Real estate intermediary services; Real estate sales agent; House leasing (excluding financial leasing); estate management; Shandong Yongji Hengye construction engineering general contracting, Building Decoration Engineering 3 Industrial Development Co., Ltd. 100 million 69% professional contracting (above with qualification certificate)
