Robotechnik Intelligent Technology Co.Ltd(300757) board of directors
Notes on the completeness and compliance of the legal procedures for the performance of this transaction and the effectiveness of the legal documents submitted
Robotechnik Intelligent Technology Co.Ltd(300757) (hereinafter referred to as ” Robotechnik Intelligent Technology Co.Ltd(300757) “, “listed company” and “the company”) intends to purchase Jianguang Guangzhi (Chengdu) Equity Investment Center (limited partnership), Suzhou Industrial Park Industrial Investment Fund (limited partnership), Suzhou Yongxin integrated investment partnership (limited partnership) through the combination of share issuance and cash payment Shanghai Chaoyue Moore equity investment fund partnership (limited partnership), 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, non-public offering of shares to no more than 35 specific objects to raise matching funds (hereinafter referred to as “this transaction”).
After careful review of the completeness and compliance of the legal procedures for the performance of this transaction and the effectiveness of the legal documents submitted, the board of directors of the company believes that the company has performed the necessary legal procedures for matters related to this transaction at this stage. These legal procedures are complete, compliant and in line with the company law of the people’s Republic of China, the securities law of the people’s Republic of China Provisions on the contents and forms of the laws and regulations on the disclosure of major assets of listed companies, and the regulations on the management of major assets of listed companies No. 26, The board of directors of the listed company has carefully reviewed the completeness and compliance of the company’s legal procedures for this transaction and the effectiveness of the legal documents submitted, and explained as follows:
1、 Notes on the completeness and compliance of the legal procedures for the reorganization
1. Due to the planning of matters related to this transaction, the listed company applied to Shenzhen stock exchange for stock suspension, and the trading of the company’s shares will be suspended from the morning of the opening of the market on Thursday, January 20, 2022. For details, please refer to the company’s disclosure on cninfo.com on January 20, 2022（ http://www.cn.info.com.cn. ）Announcement on suspension of trading on planning to issue shares and pay cash to purchase assets and raise supporting funds (Announcement No.: 2022-007).
2. According to the provisions of the measures for the administration of major asset restructuring of listed companies, the listed company and all parties involved in this transaction have taken strict confidentiality measures to limit the scope of knowledge of relevant sensitive information and ensure that the information is within the controllable range.
3. The listed company registered the insiders involved in this transaction, registered the insiders involved in this transaction, and reported the list of insiders to Shenzhen Stock Exchange.
4. On February 8, 2022, the 19th meeting of the second board of directors and the 18th meeting of the second board of supervisors of the listed company considered and adopted the relevant proposals of the transaction respectively, and the independent directors expressed their independent opinions. The listed company has prepared the plan for Robotechnik Intelligent Technology Co.Ltd(300757) issuing shares and paying cash to purchase assets and raise supporting funds and other documents in accordance with the requirements of relevant laws, regulations and normative documents. On the same day, the company and all counterparties signed conditional agreements on issuing shares and paying cash to purchase assets.
5. The procedures to be performed in this transaction include but are not limited to: (1) this transaction has been deliberated and approved by the shareholders’ meeting of fiktec; (2) After the audit and evaluation of the target company of this transaction are completed, the listed company will convene the board of directors again to review and approve the relevant proposals of this transaction; (3) The shareholders’ meeting of the listed company deliberated and approved the relevant proposals of the transaction; (4) Approved by Shenzhen Stock Exchange and registered with China Securities Regulatory Commission.
To sum up, listed companies have complied 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 and the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies The relevant provisions of laws, regulations and normative documents such as the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies have fulfilled the necessary legal procedures for matters related to this transaction at this stage, which are complete, legal and effective.
2、 Notes on the validity of legal documents submitted
In accordance with the provisions of regulations and normative documents such as the measures for the administration of major asset restructuring of listed companies, the standards for the content and format of information disclosure by companies that publicly issue securities No. 26 – major asset restructuring of listed companies, and the guidelines for self discipline supervision of listed companies No. 8 – major asset restructuring of Shenzhen Stock Exchange, Relevant legal documents to be submitted for this transaction, The board of directors and all directors of the listed company make the following statements and guarantees: “1. I have provided information and documents related to this transaction (including but not limited to original written materials, duplicate materials or oral information, etc.) , I guarantee that the copies or copies of the documents provided are consistent with the original or the original, that the signatures and seals of such documents are true, and that the signatories of such documents are legally authorized and effectively sign such documents; Ensure that the relevant information provided for this exchange is true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided.
2. There are no false records, misleading statements or major omissions in my information disclosure and application documents about this transaction. If this transaction causes losses to investors due to suspected false records, misleading statements or major omissions in the information provided or disclosed, I will be liable for compensation according to law.
3. If this transaction is filed for investigation by the judicial organ or the China Securities Regulatory Commission due to the suspected false records, misleading statements or major omissions of the information provided or disclosed, I will not transfer the shares (if any) with interests in Robotechnik Intelligent Technology Co.Ltd(300757) until the investigation conclusion is formed, And submit the written application for suspension of transfer and the stock account to the board of directors of Robotechnik Intelligent Technology Co.Ltd(300757) within two trading days after receiving the notice of filing and inspection, and the board of directors shall apply for locking to the stock exchange and the registration and Clearing Company on its behalf; If the application for locking is not submitted within two trading days, the board of directors is authorized to directly submit his identity information and account information to the stock exchange and the registration and settlement company after verification and apply for locking; If the board of directors fails to submit its own identity information and account information to the stock exchange and the registration and settlement company, it shall authorize the stock exchange and the registration and settlement company to directly lock the relevant shares. If the investigation concludes that there are violations of laws and regulations, I promise to lock in the shares and voluntarily use them for compensation arrangements for relevant investors. “
In conclusion, the board of directors of the company believes that the legal procedures performed by the company for this transaction are complete, in line with the provisions of relevant laws and regulations, departmental rules, normative documents and the articles of association, and the legal documents submitted to Shenzhen Stock Exchange are legal and effective.
It is hereby explained.
Robotechnik Intelligent Technology Co.Ltd(300757) board of directors February 8, 2022
