Stock Code: 300461 stock abbreviation: Tanac Automation Co.Ltd(300461) Tanac Automation Co.Ltd(300461)
Scheme for issuing shares to specific objects
Demonstration analysis report
January 2002
Tanac Automation Co.Ltd(300461) (hereinafter referred to as ” Tanac Automation Co.Ltd(300461) “, “the company” and “the company”) are companies listed on the gem of Shenzhen Stock Exchange. In order to meet the needs of the company’s business development and the implementation of its business strategy, further enhance the company’s capital strength and enhance its profitability, the company, in accordance with the company law, the securities law, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation) (hereinafter referred to as the “registration management measures”) and the articles of association and other relevant laws According to the provisions of laws, regulations and normative documents, the total amount of funds to be raised by issuing shares to specific objects shall not exceed 469766863.44 yuan, which is intended to be used to supplement working capital after deducting the issuance expenses (unless otherwise specified in this report, relevant terms have the same meaning as the interpretation in the plan for issuing shares to specific objects).
1、 Background and purpose of this offering
(i) Background of this offering
1. National policies strongly support and encourage the sound development of intelligent equipment manufacturing industry
Intelligent manufacturing has formed a development wave in the global manufacturing industry, and has become an important development direction of advanced manufacturing industry in the 21st century. The world’s industrial powers have taken intelligent manufacturing as a national strategy, and China, as a large manufacturing country, also takes intelligent manufacturing as an important strategic means to reshape the competitive advantage of manufacturing industry. Globally, countries such as the United States, Germany and Japan are in a leading position in the intelligent equipment manufacturing industry with high industrial concentration. Relevant multinational companies occupy most of the market and have advantages in capital, technology, R & D and marketing. China’s equipment manufacturing industry has developed rapidly and is steadily moving towards intelligent manufacturing. However, due to the late start, there is a gap between the stability, reliability and intelligence level of domestic intelligent equipment and the international advanced level. In order to accelerate the process of China’s industrial modernization, China has successively issued a number of industrial policies to support the development of intelligent equipment manufacturing industry. Made in China 2025 clearly proposes to accelerate the integrated development of new generation information technology and manufacturing technology, and take intelligent manufacturing as the main direction of the deep integration of the two technologies; Focus on developing intelligent equipment and products, promote the intellectualization of production process, cultivate new production methods, and comprehensively improve the intellectualization level of enterprise R & D, production, management and service. The outline of the 14th five year plan for national economic and social development and the outline of long-term goals for 2035 also propose to promote the optimization and upgrading of the manufacturing industry, deeply implement intelligent manufacturing and green manufacturing projects, develop new service-oriented manufacturing models, and promote the high-end, intelligent and green manufacturing industry. As an important breakthrough for China to develop advanced manufacturing industry and promote industrial upgrading, intelligent equipment manufacturing industry is related to China’s international competitiveness and industrial value chain status. The state will continue to increase its support for intelligent equipment manufacturing industry, providing a good policy environment for the future development of the industry.
2. Industrial automation continues to improve, and intelligent equipment manufacturing industry ushers in development opportunities
As the main support of national defense construction and social and economic development, equipment manufacturing industry is the basis of national economic development, especially industrial development. Intelligent manufacturing equipment is a general term for manufacturing equipment with the functions of perception, analysis, reasoning, decision-making and control. It is the integration and integration of advanced manufacturing technology, information technology and intelligent technology in equipment products, reflecting the development requirements of intelligence, digitization and networking of manufacturing industry. The level of intelligent manufacturing equipment has become an important symbol to measure a country’s industrialization level.
With the continuous rise of China’s labor price, the human cost advantage of China’s manufacturing industry will gradually lose. Improving the automation level of manufacturing equipment is a necessary measure for China’s manufacturing industry to improve its intelligent manufacturing capacity, promote the transfer of industrial chain to medium and high-end, and realize the optimization and upgrading of industrial structure. As a large manufacturing country, the automation upgrading demand of China’s traditional manufacturing industry is obvious, and the scale of industrial automation market is growing steadily, from 142.1 billion yuan in 2016 to 207 billion yuan in 2020, with an annual compound growth rate of 9.86%. With the further improvement of China’s core automation technology in the future, it is expected that the scale of China’s industrial automation market will reach 222 billion yuan in 2021. Benefiting from the continuous improvement of industrial automation level, China’s intelligent equipment manufacturing industry is expected to usher in important development opportunities.
3. The company’s original business has developed steadily and will explore new business areas
The company is mainly engaged in R & D, design, production, sales and technical services of automation equipment. Downstream applications mainly include consumer electronics manufacturing, automobile manufacturing, home appliance manufacturing, medical industry, etc. Based on the original CNC standard machine, the company has completed the extension to the process equipment before and after winding and the non-standard machine and special machine equipment to meet the specific needs of customers, so as to meet the needs of customers’ differentiation, refinement and automation of the whole industrial chain. Facing the complex and highly competitive market environment, in order to maintain the sustainable development of the company, while stably developing its existing business, the company will strive to explore new business areas, seek new profit growth points, enhance the profitability of the company and better safeguard the interests of shareholders.
4. The company’s asset liability ratio is high, which limits the company’s business development
At the end of 2018, 2019, 2020 and September 2021, the company’s asset liability ratios were 75.54%, 97.63%, 74.05% and 63.79% respectively. By the end of September 2021, the net assets of the company were 190.2365 million yuan. The company’s high asset liability ratio and small scale of net assets lead to limited financing channels, which is not conducive to the company’s future production and operation, but also affect the implementation and promotion of the company’s development strategy. The company needs to use equity financing means to optimize the company’s capital structure, reduce the asset liability ratio and enhance the company’s anti risk ability. At the same time, through the rational use of the raised funds, the company can realize the expansion of production and operation scale, implement and promote the company’s development strategy, ensure the long-term sustainable development of the company in the future, which is in line with the long-term interests of the company’s shareholders. （2） Purpose of this offering
1. Increase the direct shareholding ratio of controlling shareholders and help the development of the company
According to the share transfer agreement signed by Takeda hengsi, Takeda Zhousi, Fujino Kangcheng, Qian Chenglin and Feiyao investment, Feiyao investment will hold 10215443 shares of the listed company after the share transfer, accounting for 7.83% of the total share capital of the company. According to the voting right entrustment and waiver agreement signed by Takeda hengsi, Takeda Zhousi and Feiyao investment, 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.
In this offering, Feiyao investment will further increase its proportion of shares directly held by listed companies by subscribing for shares issued by listed companies. After the issuance, the proportion of the number of shares directly held by Feiyao investment in the total share capital of the listed company (after the issuance) will rise to 24.93%, which will further consolidate its control, help to ensure the stability of the company’s control, and demonstrate its firm confidence in the future development prospects of the listed company. In addition, Feiyao investment will also use its industrial investment resources to establish a comprehensive and in-depth strategic cooperative relationship with the company to support and promote the business development of the company.
2. Relieve the pressure of working capital, improve the anti risk ability and ensure the sustainable development of the company
With the rapid development of the company’s business, the company needs to invest more funds to meet the needs of the company’s market expansion, production and business activities. The net funds raised from the issuance of shares to specific objects will be used to supplement working capital, which can improve the company’s cash position and provide capital guarantee for the further development of the company’s business. After the issuance, the company’s net asset scale and working capital scale will increase significantly, and the company’s financial structure will be more stable and optimized, which can improve the company’s ability to resist risks and ensure the company’s long-term sustainable development in the future. 2、 The necessity of this issuance of securities and its variety selection
(i) Types of securities issued this time
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.
（2） Necessity of selection of securities issued this time
1. Reduce the debt level, optimize the capital structure and enhance the ability to resist risks
At the end of 2018, 2019, 2020 and September 2021, the company’s asset liability ratios were 75.54%, 97.63%, 74.05% and 63.79% respectively, at a high level. The issuance of shares to specific objects to raise funds can supplement the company’s capital, reduce the company’s asset liability ratio, enhance the solvency, optimize the capital structure, enhance the company’s anti risk ability, and lay a foundation for the healthy and stable development of the company.
2. Equity financing is a financing method suitable for the company at this stage
The financing cost of the company through debt financing such as bank loans is relatively high, and the financing amount is relatively limited. If the raised funds are fully financed by debt, it will lead to the increase of the company’s asset liability ratio, increase the company’s operational risk and financial risk, generate more financial expenses, reduce the company’s profit level, and is not conducive to the stable operation of the company.
Equity financing has good planning and coordination, which is conducive to the company’s long-term development strategy, reduce the company’s future debt repayment pressure and capital outflow, and promote the company’s stable operation. After the issuance of shares to specific objects is completed, the company’s net asset scale will be greatly improved and its capital strength will be enhanced, which will help to improve the company’s credit rating, enhance the follow-up financing ability and expand the development space.
3、 Appropriateness of the selection scope, quantity and standard of the issuing object
(i) Appropriateness of the selection scope of the issuing object
The issuing object of this issuance of shares to specific objects is Feiyao investment, the controlling shareholder of the company. The selection scope of issuing objects complies with the provisions of registration management measures and other laws and regulations, and the selection scope is appropriate.
（2） Appropriateness of the number of objects to be issued this time
A total of one issuing object issued shares to specific objects this time is Feiyao investment, the controlling shareholder of the company, which complies with the provisions of no more than 35 issuing objects stipulated by China Securities Regulatory Commission and other securities regulatory authorities, and the number of issuing objects is appropriate.
（3） Appropriateness of selection criteria for the issuing object
The issuing object shall have certain risk identification ability and risk bearing ability, and have corresponding capital strength. The standards of the objects of this issuance comply with the relevant provisions of laws and regulations such as the measures for the administration of registration, and the standards of the objects of this issuance are appropriate.
To sum up, the selection scope, quantity and standards of the issuance objects are in line with the registration management measures and other relevant laws and regulations, and the compliance is reasonable.
4、 Rationality of pricing principles, basis, methods and procedures of this offering
(i) Pricing principle and basis of this offering
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.
The pricing principle and basis of this offering are in line with the relevant provisions of laws and regulations such as the registration management measures, and the pricing principle and basis of this offering are reasonable.
（2） Pricing method and procedure of this offering
The pricing methods and procedures for the issuance of shares to specific objects are in accordance with the relevant provisions of the registration management measures and other laws and regulations. The company convened the board of directors and disclosed the relevant announcements on the website of the exchange and the designated information disclosure media, and will submit them to the general meeting of shareholders of the company for deliberation and approval.
The pricing method and procedure of this offering comply with the relevant provisions of laws and regulations such as the registration management measures, and the pricing method and procedure of this offering are reasonable.
To sum up, the principles, basis, methods and procedures for pricing this offering are in line with the registration management measures and other relevant laws and regulations, and the compliance is reasonable.
5、 Feasibility of this issuance method
(i) The issuance method is legal and compliant
1. The company is not allowed to issue shares to specific objects as stipulated in Article 11 of the registration management measures:
(1) Arbitrarily changing the purpose of the previously raised funds without correction, or without the approval of the general meeting of shareholders;
(2) The preparation and disclosure of the financial statements for the most recent year do not comply with the accounting standards for business enterprises or relevant information disclosure rules in material aspects; An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent year; The audit report with qualified opinions has been issued in the financial and accounting report of the latest year, and the material adverse impact of the matters involved in the qualified opinions on the listed company has not been eliminated. Except that the issuance involves major asset restructuring;
(3) The current directors, supervisors and senior managers have been subject to administrative punishment by the CSRC in the last three years, or have been publicly condemned by the stock exchange in the last year;
(4) The listed company and its current directors, supervisors and senior managers are being investigated by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations;
(5) The controlling shareholders and actual controllers have committed major illegal acts seriously damaging the interests of the listed company or the legitimate rights and interests of investors in the past three years;
(6) In the last three years, there have been major illegal acts that have seriously damaged the legitimate rights and interests of investors or social and public interests.
2. The use of the company’s raised funds complies with the provisions of Article 12 of the registration management measures:
(1) Comply with national industrial policies and relevant laws and administrative regulations on environmental protection and land management; (2) Except for financial enterprises, the use of the raised funds shall not be financial investment, nor shall they be invested directly or indirectly in companies whose main business is the purchase and sale of securities;
(3) After the implementation of the fund-raising project
