Securities code: 300461 securities abbreviation: Tanac Automation Co.Ltd(300461) Announcement No.: 2022-014
Tanac Automation Co.Ltd(300461)
Suggestive announcement on changes in shareholders' equity
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 way of equity change is share agreement transfer, voting right entrustment and waiver, and Shanghai Feiyao Investment Management Co., Ltd. (hereinafter referred to as "Feiyao investment") subscribes Tanac Automation Co.Ltd(300461) (hereinafter referred to as " Tanac Automation Co.Ltd(300461) ", "listed company" or "company") to issue shares to specific objects without involving tender offer.
2. After the entrustment of voting rights in this equity change, the controlling shareholder and actual controller of the company changed, the controlling shareholder of the company was changed to Feiyao investment, and the actual controller of the company was changed 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.
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), which agreed that the company's shareholders Takeda hengsi, Takeda Zhousi, Fujino Kangcheng and Qian Chenglin would transfer the company's shares to Feiyao investment, the company's shareholders Takeda hengsi, Takeda Zhousi and Feiyao investment would sign an agreement on the entrustment and waiver of voting rights, and the company would issue shares to Feiyao investment.
1、 Details of this equity change
This equity change consists of the transfer of shares by agreement, the entrustment of voting rights of shares, the waiver and subscription of shares issued by the listed company to specific objects, as follows:
1. Transfer of shares by agreement
On January 5, 2022, Takeda hengsi, Takeda Zhousi, Fujino Kangcheng, Qian Chenglin and Feiyao invested
Sign the share transfer agreement on Tanac Automation Co.Ltd(300461) (SZ. 300461), Takeda
Xiangsi, Takeda Zhousi, Fujino Kangcheng and Qian Chenglin respectively transferred 2608080 shares, 2608080 shares, 2391203 shares and 2608080 shares of the listed company held by them to Feiyao investment at a transfer price of 23 yuan / share. 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.
2. Delegation and waiver of voting rights
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). 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. 3. Shares issued by listed companies to specific objects
On January 5, 2022, the company signed the conditional effective share subscription agreement between Tanac Automation Co.Ltd(300461) and Shanghai Feiyao Investment Management Co., Ltd. with Feiyao investment. Feiyao investment will subscribe for no more than 29694492 RMB common shares issued by the company to specific objects, and the issue price is 15.82 yuan / share.
Feiyao investment issues shares to specific objects through subscription companies, and the proportion of shares directly held in the total share capital (after issuance) of listed companies will rise to 24.93%.
2、 Subsequent events and necessary risk tips involved in this equity change
1. This equity change will not affect the continuous operation of the company.
2. If the above arrangement involves agreement transfer, it shall also be submitted to Shenzhen stock exchange for compliance review, and handle the transfer procedures related to agreement transfer in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. There is still uncertainty about whether the matter can be finally implemented and the implementation results.
3. The stock issuance plan to specific objects needs to be reviewed and approved by the general meeting of shareholders of the company, and can be implemented only after it is reviewed and approved by Shenzhen Stock Exchange and approved and registered by CSRC.
4. The company will perform the obligation of information disclosure in strict accordance with the provisions and requirements of relevant laws and regulations according to the progress of the matter. The information disclosure media designated by the company is http://www.cn.info.com.. CN, All information of the company shall be subject to the announcement published in the above designated media. Please pay attention to the follow-up announcement and pay attention to the investment risk.
3、 Documents for future reference
1. Simplified equity change report (Takeda hengsi and Takeda Zhousi);
2. Simplified equity change report (Kono Fujino);
3. Simplified equity change report (Qian Chenglin);
4. Detailed equity change report (Feiyao investment).
It is hereby announced.
Tanac Automation Co.Ltd(300461) board of directors January 7, 2022
