Securities code: 300461 securities abbreviation: Tanac Automation Co.Ltd(300461) Announcement No.: 2022-008
Tanac Automation Co.Ltd(300461)
Suggestive announcement on the signing of investment framework agreement, share transfer agreement, voting right entrustment and waiver agreement and change of control by shareholders of the company
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. Special tips:
1. The share transfer still needs to perform the compliance confirmation of Shenzhen Stock Exchange and handle the registration and transfer in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. there is still uncertainty whether the share transfer can be finally completed.
2. The signing of the voting right entrustment and waiver agreement has changed the control of Tanac Automation Co.Ltd(300461) (hereinafter referred to as ” Tanac Automation Co.Ltd(300461) “, “company” or “listed company”), Shanghai Feiyao Investment Management Co., Ltd. (hereinafter referred to as “Feiyao investment”) has become the controlling shareholder of the company, and the actual controller of the company has been changed from Zhutian hengsi and Zhutian Zhousi to Xiao Yongfu. During the period of voting right entrustment, Takeda hengsi, Takeda Zhousi and Feiyao investment form a concerted action relationship. On the date of the end of voting right entrustment, the concerted action relationship between both parties will automatically terminate.
3. This transaction will not affect the normal production and operation of the company, and there is no damage to the interests of the company and minority shareholders.
4. For the follow-up matters involved in this transaction, the company will timely perform the obligation of information disclosure according to the progress. There is still uncertainty in this transaction. Please pay attention to the investment risk.
1、 Basic information of this change of control of the company
On January 5, 2022, the company cooperated with Feiyao investment and the company’s shareholders Takeda hengsi, Takeda Zhousi and Teng
Ye Kangcheng and Qian Chenglin jointly signed the investment framework agreement on Tanac Automation Co.Ltd(300461) (SZ. 300461) (hereinafter referred to as the “investment framework agreement”), which agreed that the company’s shareholders Takeda hengsi, Takeda Zhousi, Fujino Kangcheng and Qian Chenglin would transfer the company’s shares to Shanghai Feiyao Investment Management Co., Ltd., and the company’s shareholders Takeda hengsi Zhutian Zhousi and Shanghai Feiyao Investment Management Co., Ltd. signed the agreement on the entrustment and waiver of voting rights
Agreement and the issue of shares by the company to Shanghai Feiyao Investment Management Co., Ltd.
On January 5, 2022, Takeda, Takeda, Kono Fujino and Qian Chenglin signed the share transfer agreement on Tanac Automation Co.Ltd(300461) (SZ. 300461) (hereinafter referred to as the “share transfer agreement”) with Feiyao investment. Takeda, Takeda, Kono Fujino and Qian Chenglin respectively transferred 2608080 shares, 2608080 shares and 2391203 shares and 2608080 shares. After the aforesaid share transfer, Feiyao investment will hold 10215443 shares of the listed company, accounting for 7.83% of the total share capital of the company.
On January 5, 2022, Takeda hengsi, Takeda Zhousi and Feiyao investment signed the voting right entrustment and waiver agreement on Tanac Automation Co.Ltd(300461) (SZ. 300461) (hereinafter referred to as the “voting right entrustment and waiver agreement”). 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 (32237178 shares in total) are irrevocably and fully entrusted to Feiyao investment. Among them, the entrustment period of 2608080 shares held by Takeda hengsi and 2608080 shares held by Takeda Zhousi is from the date of signing the agreement to the date when Takeda hengsi and Takeda Zhousi transfer these shares to Feiyao investment and complete the transfer registration in accordance with the share transfer agreement. The entrustment period of the remaining 17225262 shares held by Takeda hengsi and the remaining 9795756 shares held by Takeda Zhousi is from the date of signing the agreement until the completion of the issuance of shares by the listed company to the specific object (subject to the date when the shares obtained by Feiyao investment through participating in the issuance of shares by the listed company to the specific object are listed on the Shenzhen Stock Exchange), The proportion of shares of listed companies held by Feiyao investment shall not be less than 24.93%.
In addition, since the completion of the issuance of shares by the listed company to specific objects (subject to the date when the shares obtained by Feiyao investment through participating in the issuance of shares by the listed company to specific objects are listed on the Shenzhen Stock Exchange), the proportion of shares of the listed company held by Feiyao investment is not less than 24.93% Takeda Zhousi voluntarily relinquishes their voting rights corresponding to the remaining 17225262 shares and 9795756 shares of the listed company until Takeda hengsi and Takeda Zhousi no longer hold the shares of the listed company.
To sum up, after the 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. During the period of voting right entrustment, Takeda hengsi, Takeda Zhousi and Feiyao investment form a concerted action relationship. On the date of the end of voting right entrustment, the concerted action relationship between both parties will automatically terminate. On January 5, 2022, the company and Feiyao investment signed the Tanac Automation Co.Ltd(300461) and
The conditional share subscription agreement of Shanghai Feiyao Investment Management Co., Ltd. (hereinafter referred to as “share subscription agreement”)
Subscription agreement “), Feiyao investment will subscribe for no more than 29694492 shares issued by the company to specific objects
RMB ordinary shares.
By subscribing for the shares issued by the company to specific objects, the number of shares directly held by Feiyao investment accounts for 20% of the listed company
The proportion of the company’s total share capital (after issuance) will rise to 24.93%. After this release to specific objects, Fei
Yao investment will further enhance its control over the listed company, and the issuance of shares to specific objects will not lead to public interest
The control of the company has changed.
After the entrustment of voting rights, the changes in the interests of relevant subjects of the company are as follows:
After voting right entrustment before this transaction
Shareholder name shareholding number shareholding proportion voting right shares voting right ratio shareholding number shareholding ratio voting right shares voting right ratio (shares) (%) number (shares) cases (%) (shares) cases (%) number (shares) cases (%)
Takeda hengsi 1983334215.211983334215.211983334215.2100.00
Takeda Zhousi 124038369.51124038369.51124038369.5100.00
Kono Fujino 95648127.3395648127.3395648127.3395648127.33
Qian Chenglin 1721932713.201721932713.201721932713.201721932713.20
Feiyao investment 00.0000.0000.003223717824.72
After the agreement transfer is completed, the changes in the interests of relevant subjects of the company are as follows:
After the voting right entrustment and agreement transfer are completed
Shareholder name shareholding number shareholding proportion voting right shares voting right ratio shareholding number shareholding ratio voting right shares voting right ratio (shares) (%) number (shares) cases (%) (shares) cases (%) number (shares) cases (%)
Takeda hengsi 1983334215.2100.001722526213.2100.00
Takeda Zhousi 124038369.5100.0097957567.5100.00
Kono Fujino 95648127.3395648127.3371736095.5071736095.50
Qian Chenglin 1721932713.201721932713.201461124711.201461124711.20
Feiyao investment 00.003223717824.72102154437.833723646128.55
After the issuance of shares to specific objects and the waiver of voting rights, the changes in the equity of relevant subjects of the company are as follows:
After the voting right entrustment and agreement transfer are completed, the shares are issued to specific objects and the voting right is waived
Shareholder name shareholding number shareholding proportion voting right shares voting right ratio shareholding number shareholding ratio voting right shares voting right ratio (shares) (%) number (shares) cases (%) (shares) cases (%) number (shares) cases (%)
Takeda hengsi 1722526213.2100.001722526210.7600.00
Takeda Zhousi 97957567.5100.0097957566.1200.00
Kono Fujino 71736095.5071736095.5071736094.4871736094.48
Qian Chenglin 1461124711.201461124711.20146112479.13146112479.13
Feiyao investment 102154437.833723646128.553990993524.933990993524.93
2、 Investment agreement signed by the company, Takeda hengsi, Takeda Zhousi, Kono Fujino, Qian Chenglin and Feiyao investment
Main contents of the investment framework agreement
first party:
Shanghai Feiyao Investment Management Co., Ltd
Legal representative: Xiao Yongfu
Party B:
Party B 1: takedakyoji
Party B 2: takedashuji
Party B 3: Fujino Yasunari
Party B 4: Qian Chenglin
Party C:
Tanac Automation Co.Ltd(300461)
Legal representative: Zhang Yulong
(among the signatories of the above agreement, Party B 1, Party B 2, Party B 3 and Party B 4 are collectively referred to as “Party B”, Party A, Party B and Party C are collectively referred to as “parties” and individually referred to as “one party”.) Article 1 content and purpose of this transaction 1.1 the parties agree that the content of this transaction includes three parts: (1) Party B transfers the subject shares legally held by Party B to Party A by agreement;
(2) Party B 1 and Party B 2 entrust the voting rights corresponding to the shares of the listed company they hold to Party A to exercise, and give up the voting rights when the agreed conditions are met; (3) The listed company issues non-public shares to Party A. 1.2 the parties agree that after the completion of this transaction, the total proportion of shares of the listed company held by Party A shall not be less than 24.93% and become the controlling shareholder of the listed company. Article 2 transfer agreement 2.1 while signing this agreement, Party A and Party B shall jointly sign the share transfer agreement. Party B transfers 7.83% of the 10215443 shares of the listed company legally held by Party B with unlimited sales conditions and circulating shares to Party A at the price of 23 yuan / share, including 2608080 shares transferred by Party B 1, 2608080 shares transferred by Party B 2, 2391203 shares transferred by Party B 3 and 2608080 shares transferred by Party B 4.
Article 3 delegation and waiver of voting rights
3.1 while signing this agreement, Party A, Party B 1 and Party B 2 shall jointly sign the voting right entrustment and waiver agreement. Party B 1 and Party B 2 agree that when the voting right entrustment conditions are met, Party B 1 and Party B 2 will fully exercise the voting rights corresponding to 24.72% of the 32237178 shares of the listed company legally held by them
