Robotechnik Intelligent Technology Co.Ltd(300757)
Independent opinions of independent directors on the 19th meeting of the second board of directors
In accordance with the relevant provisions of the company law of the people’s Republic of China, the guiding opinions on the establishment of independent director system by listed companies, the Listing Rules of gem shares of Shenzhen Stock Exchange and the articles of association, as independent directors of Robotechnik Intelligent Technology Co.Ltd(300757) (hereinafter referred to as “the company” ” Robotechnik Intelligent Technology Co.Ltd(300757) “), based on the principle of seeking truth from facts, The independent opinions on the relevant proposals considered at the 19th meeting of the second board of directors of the company are as follows:
1、 Independent opinions on matters related to the company’s issuance of shares, purchase of assets and raising of supporting funds
According to 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 major asset restructuring of listed companies, the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), the rules for the listing of shares on the gem of Shenzhen Stock Exchange, and the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) Relevant provisions of laws, administrative regulations, normative documents and the articles of association, such as the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange, the rules for independent directors of listed companies, After reviewing the information provided by the board of directors of the company on the proposed purchase of Jianguang Guangzhi (Chengdu) Equity Investment Center (limited partnership), Suzhou Industrial Park Industrial Investment Fund (limited partnership), Suzhou Yongxin fusion investment partnership (limited partnership), Shanghai Chaoyue Moore equity investment fund partnership (limited partnership) through the combination of share issuance and cash payment Shangrong BAOYING (Ningbo) Investment Center (limited partnership) Changzhou Puhua investment partnership (limited partnership) (hereinafter collectively referred to as “counterparty”) holds 78.65% of the total equity of Suzhou feikongtech Technology Co., Ltd. (hereinafter referred to as “feikongtech” and “target company”) (the paid in capital contribution is 70 million yuan, accounting for 82.35% of the total paid in capital contribution of feikongtech, hereinafter referred to as “target assets”), At the same time, the non-public issuance of shares to no more than 35 specific objects to raise supporting funds (hereinafter referred to as “this transaction”), the total amount of supporting funds raised shall not exceed 100% of the transaction price of the company’s purchase of assets by issuing shares in this transaction, and the number of shares issued shall not exceed 30% of the company’s total share capital before this transaction. After careful analysis, Express the following independent opinions: 1. The company complies 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 major asset restructuring of listed companies, the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and the measures for the administration of securities issuance and registration of companies listed on GEM (for Trial Implementation) The measures for the continuous supervision of companies listed on the gem (for Trial Implementation), the Listing Rules of Shenzhen Stock Exchange on the gem, the review rules of Shenzhen Stock Exchange on the major asset restructuring of companies listed on the gem and other relevant laws, administrative regulations and normative documents stipulate various legal conditions for purchasing assets and raising supporting funds by issuing shares.
2. According to the measures for the administration of major asset restructuring of listed companies and the measures for the continuous supervision of companies listed on GEM (for Trial Implementation), this transaction is expected to constitute a major asset restructuring, but the controlling shareholder and actual controller of the company will not change after the completion of this transaction. The issuing object involved in the purchase of assets by issuing shares this time is the counterparty, excluding the controlling shareholder, actual controller and related parties of the company. Therefore, this transaction does not constitute the situation of reorganization and listing stipulated in Article 13 of the administrative measures for major asset reorganization of listed companies, and the provisions of Articles 10 and 11 of the examination rules for major asset reorganization of companies listed on the gem of Shenzhen Stock Exchange are not applicable. 3. According to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), there was no correlation between the counterparty and the listed company before this transaction; After the completion of this transaction, the counterparty has no related relationship with the listed company. Therefore, this transaction does not constitute a related party transaction.
4. The convening, convening and voting procedures of the board of directors of the company comply with the provisions of relevant laws, administrative regulations, normative documents and the articles of association, and the relevant resolutions of the board of directors on this transaction are legal and effective.
5. The plan for Robotechnik Intelligent Technology Co.Ltd(300757) issuing shares and paying cash to purchase assets and raise supporting funds prepared by the company for this transaction and its abstract are true, accurate and complete, and there are no false records, misleading statements or major omissions.
6. The agreement on issuing shares and paying cash to purchase assets and other relevant transaction agreements with effective conditions signed by the company and the counterparty comply with the provisions of the civil code of the people’s Republic of China, the measures for the administration of major asset restructuring of listed companies and other relevant laws, regulations and normative legal documents.
7. The company has hired audit institutions and evaluation institutions with relevant securities and futures business qualifications to audit and evaluate the underlying assets. The final transaction price of the underlying assets will be determined through negotiation between the company and the counterparty according to the results of the asset evaluation report issued by the evaluation institution, and a supplementary agreement will be signed separately to agree on the final transaction price of the underlying assets, To ensure that the pricing of the underlying assets is fair and reasonable. The pricing of this transaction complies with the provisions of relevant laws, regulations and normative documents such as the administrative measures for major asset restructuring of listed companies, reflects the principle of market-oriented pricing and is conducive to protecting the interests of minority shareholders.
8. The transaction plan is practical and in line with the provisions of relevant laws, administrative regulations and normative documents. This transaction is conducive to improving the asset quality of the company, improving the financial situation and enhancing the sustainable profitability, which is in line with the long-term development objectives of the company and the interests of shareholders. The pricing method of the shares issued by the company and paid cash to purchase assets and raise supporting funds complies with the provisions of relevant laws and regulations such as the administrative measures for major asset restructuring of listed companies and the administrative measures for the registration of securities issuance of companies listed on GEM (for Trial Implementation), and there is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders.
9. The company made a serious, prudent and objective analysis on the impact of this transaction on the dilution of immediate return, and put forward specific guarantee measures to fill the return and improve the ability of future return. The relevant subjects made a commitment to the practical implementation of the guarantee measures.
10. This transaction complies with relevant national laws, regulations and policies, follows the principles of openness, fairness and impartiality, conforms to the interests of the company and all shareholders, and is fair and reasonable to all shareholders. The company has fulfilled the obligation of information disclosure as required, and signed confidentiality agreements with counterparties and relevant intermediaries. The procedures performed comply with the provisions of relevant laws, administrative regulations and normative documents.
11. The registration of the company needs to be reviewed and approved by the Shenzhen Stock Exchange and approved by the CSRC. This transaction is in line with the interests of the listed company and all shareholders. All independent directors have agreed that the relevant proposals of the board of directors on this transaction shall be submitted to the general meeting of shareholders of the company for deliberation.
To sum up, the independent directors of the company unanimously believe that this transaction complies with the provisions of relevant national laws, regulations and policies, follows the principles of openness, fairness and impartiality, conforms to legal procedures, and conforms to the interests of the company and all shareholders, will not damage the interests of shareholders, and is fair and reasonable to all shareholders. The independent directors of the company agreed to the overall arrangement of this transaction.
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(this page is the signature page of Robotechnik Intelligent Technology Co.Ltd(300757) independent directors’ independent opinions on the matters of the 19th meeting of the second board of directors) signatures of all independent directors:
Xu Liyun, Sheng xianlei, Yang Licheng February 8, 2022
