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控股股东、实控人拟发生变更 田中精机收深交所关注函

The controlling shareholder and the actual controller intend to change Tanaka Seiji to receive a letter of concern from the Shenzhen Stock Exchange.

新浪財經綜合 ·  Jan 7, 2022 01:16

On January 7, the Shenzhen Stock Exchange issued a letter of concern to Tanaka Seiki, asking for an explanation of the background, process and purpose of the company's ownership transfer and its specific impact on your company's production and operation.

On the evening of January 6, Tanaka Seiji disclosed the "suggestive announcement on the signing of the investment framework agreement, the share transfer agreement, the agreement on entrustment and waiver of voting rights and the change of control rights" and "the suggestive announcement on the change of shareholders' rights and interests" and so on.

According to the announcement, Shanghai Jade Investment intends to obtain the control of your company through share agreement transfer, voting rights entrusted to subscribe for shares issued by Tanaka Seiki to specific targets, and the original controlling shareholder and the actual controller giving up the voting rights.

After the completion of the above-mentioned matters, the proportion of shares held by Feishi Investment in Tanaka Seiji will not be less than 24.93%. The controlling shareholder and actual controller of Tanaka Seiki will be changed from Takeda and Zhoushi to Jade Investment and Xiao Yongfu.

Affected by this news, on January 7, Tanaka Seiki resumed trading by the daily limit, reaching a new high of nearly three and a half months at 23.57 yuan, with a total market capitalization of 3.1 billion yuan.

It is reported that Tanaka Seiki is mainly engaged in the research and development, design, production, sales and technical services of automation equipment. The company's products mainly include CNC automation standard machines, non-standard machines and special CNC automation equipment. In the first three quarters of 2021, Tanaka Seiki's revenue and net profit were 246 million yuan and 12.45 million yuan respectively, down 15.46% and 76.29% from the same period last year.

The announcement shows that after Emerald Investment gains control of the listed company, it will appropriately reorganize the board of directors, the board of supervisors and the management of the company. Feishi Investment said in the detailed rights and interests change report that this time, due to being optimistic about the development prospects of listed companies, Jade Investment will comprehensively enhance the sustainable operating ability of listed companies by optimizing company management and resource allocation.

It is worth mentioning that in December 2021, Rose Capital, the fifth largest shareholder of Tanaka Seiki, was filed by the CSRC on suspicion of insider trading. The legal representative of Rose Capital is Lin Zhihong, who is also the chairman of Tanaka Seiki. Further, Tanaka Seiki announced on November 29, 2021 that the company, Lin Zhihong and other relevant responsible persons had been issued a warning letter by the Zhejiang Securities Regulatory Bureau for violating the information disclosure management measures.

The Shenzhen Stock Exchange issued a letter of concern asking Tanaka Seiki to supplement the background, process and purpose of planning this matter by the controlling shareholders, actual controllers and other trading parties, as well as their specific impact on your company's production and operation.

It is reported that the registered capital of Jade Investment is 50 million yuan and the paid-in capital is 1 million yuan. The main investment management of Jade Investment in 2020 revenue of 0, net profit of-319100 yuan; by the end of 2020, the company's assets totaled 803300 yuan, liabilities of 123100 yuan, and owners' equity of 680100 yuan. For this increase, Jade Investment said it would subscribe with its own funds or legally raised funds.

The letter of concern requires the combination of the registered capital of Jade Investment, the date of establishment, the major shareholders, the previous change of control, as well as the income and profits of the past two years and the first period, as well as the personal assets and liabilities of Xiao Yongfu and his actors. Additional disclosure of the sources of funds involved in this equity transfer, the way of raising funds, and so on.

In addition, in the "equity transfer agreement", the agreement stipulates that Takeda, Takeda, Fujino and Qian Chenglin "shall try their best to urge listed companies not to carry out any form of profit distribution" during the period from the date of signing of the agreement to the date of share transfer. The Shenzhen Stock Exchange questioned this and asked for a supplementary explanation on the reasons and rationality of the agreement, whether it violated laws and regulations, rules, normative documents, as well as the rules and guidelines issued herein, and whether there was a situation that harmed the interests of medium and small investors.

Disclaimer: This content is for informational and educational purposes only and does not constitute a recommendation or endorsement of any specific investment or investment strategy. Read more
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