Robotechnik Intelligent Technology Co.Ltd(300757) board of directors
Explanation on the compliance of this transaction with the provisions of Article 11 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation)
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").
Listed companies are not allowed to issue shares to specific objects as stipulated in Article 11 of the measures for the administration of gem issuance and registration:
1. Arbitrarily changing the purpose of the previously raised funds without correction, or without the approval of the general meeting of shareholders;
2. The preparation and disclosure of the financial statements for the most recent year do not comply with the accounting standards for business enterprises or relevant information disclosure rules in major aspects; An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent year; The last year's financial and accounting report has been issued with qualified audit report, and the material adverse impact of the matters involved in the qualified opinion on the listed company has not been eliminated. Except that this issuance involves major asset restructuring;
3. The current directors, supervisors and senior managers have been subject to administrative punishment by the CSRC in the last three years, or have been publicly condemned by the stock exchange in the last year;
4. Listed companies and their current directors, supervisors and senior managers are being investigated by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations;
5. The controlling shareholders and actual controllers have committed major illegal acts that have seriously damaged the interests of listed companies or the legitimate rights and interests of investors in the past three years;
6. In the past three years, there have been major illegal acts that have seriously damaged the legitimate rights and interests of investors or social and public interests.
Therefore, this transaction complies with Article 11 of the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation).
It is hereby explained.
Robotechnik Intelligent Technology Co.Ltd(300757) board of directors February 8, 2022
