Securities code: 300757 securities abbreviation: Robotechnik Intelligent Technology Co.Ltd(300757) Announcement No.: 2022-011 Robotechnik Intelligent Technology Co.Ltd(300757)
Announcement of the second meeting of the 19th board of directors
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.
1、 Meetings of the board of directors
The 19th meeting of the second board of directors of Robotechnik Intelligent Technology Co.Ltd(300757) (hereinafter referred to as "company", "listed company" or " Robotechnik Intelligent Technology Co.Ltd(300757) ") was held on February 8, 2022 by means of on-site and communication voting. The notice of this meeting was sent to all directors, supervisors and senior managers by email on January 29, 2022. There were 7 directors who should attend the meeting, and 7 directors actually attended the meeting. Among them, Xu Liyun, Sheng xianlei and Yang Licheng attended the meeting by means of communication. The supervisors and senior managers of the company attended the meeting by means of communication. The meeting was presided over by Dai Jun, chairman of the company. The number of voting participants and the convening and convening procedures of this meeting comply with the relevant provisions of the company law and the articles of association, and are legal and effective.
2、 Deliberations of the board meeting
The meeting voted by open ballot and considered and adopted the following matters:
(I) the proposal on the company meeting the conditions for issuing shares, paying cash to purchase assets and raising supporting funds was deliberated and adopted
In accordance 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 the gem (for Trial Implementation) In accordance with the provisions of laws and regulations, departmental rules and normative documents such as 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 after careful self-examination and demonstration of the actual situation and relevant matters of the company, the board of directors, It is considered that the issue of shares and the payment of cash for the purchase of assets and the raising of supporting funds meet the conditions in the above relevant provisions.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
Voting results: 7 in favor, 0 against and 0 abstention
(II) the proposal on the company's plan of issuing shares and paying cash to purchase assets and raising supporting funds was deliberated and passed item by item
2.1 transaction overview
The transaction plan includes two parts: one is to issue shares and pay cash to buy assets; Second, raise supporting funds.
2.1.1 issuing shares and paying cash to purchase assets
Robotechnik Intelligent Technology Co.Ltd(300757) intends to purchase the counterparty Jianguang Guangzhi (Chengdu) Equity Investment Center (limited partnership) (hereinafter referred to as "Jianguang Guangzhi") and Suzhou Industrial Park Industrial Investment Fund (limited partnership) (hereinafter referred to as "Suyuan industrial investment") by issuing shares and paying cash Shanghai Chaoyue Moore equity investment fund partnership (limited partnership) (hereinafter referred to as "Chaoyue Moore"), Suzhou Yongxin fusion investment partnership (limited partnership) (hereinafter referred to as "Yongxin fusion"), Shangrong BAOYING (Ningbo) Investment Center (limited partnership) (hereinafter referred to as "Shangrong BAOYING") Changzhou Puhua investment partnership (limited partnership) (hereinafter referred to as "Changzhou Puhua") 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").
Prior to this transaction, Suzhou feikongcheng Micro Technology Co., Ltd. (hereinafter referred to as "feikongcheng micro") a wholly-owned subsidiary of the company held 21.35% of the equity of feikongtech (the paid in capital contribution was 150 million yuan, accounting for 17.65% of the total paid in capital contribution of feikongtech). Feikongtech through its overseas wholly-owned subsidiary Luxemburg investment company 312 s. à R.L Microxtechnikinvestment GmbH (hereinafter collectively referred to as "overseas SPV") holds 80% equity of the target companies ficontec Service GmbH (hereinafter referred to as "FSG") and ficontec automation GmbH (hereinafter referred to as "fag", together with FSG, the "target company"). After the completion of this transaction, the company will directly and indirectly hold 100% of the total equity of fikontec and 80% of the equity of the target company, and control the target company and its subsidiaries (including fikontec, overseas SPV, the target company and its subsidiaries ficontec USA, Feikong micro Group Trading (Shanghai) Co., Ltd., ficontec service (Thailand) Limited, ficontec, Inc, Ficontec Ireland Limited, ficontec Eesti o Ü, hereinafter collectively referred to as the "target company and its subsidiaries").
The benchmark date of pricing for the purchase of assets by issuing shares this time is the announcement date of the resolution of the 19th meeting of the second board of directors of the listed company considering matters related to this transaction. Through friendly negotiation between the trading parties, the issuing price of the shares to purchase assets is 52 yuan / share, which is no less than 80% of the average price of the company's shares 20 trading days before the pricing benchmark date.
Voting results: 7 in favor, 0 against and 0 abstention
2.1.2 raised matching funds
Robotechnik Intelligent Technology Co.Ltd(300757) it is proposed to raise supporting funds by non-public offering of shares to no more than 35 specific objects. The total amount of supporting funds raised shall not exceed 100% of the total amount of asset purchase transactions of the issued shares, and the number of issued shares shall not exceed 30% of the total share capital of the listed company before the transaction.
After deducting intermediary fees and relevant taxes, the raised matching funds are intended to be used to pay the cash consideration of this transaction, supplement the working capital of listed companies and repay bank loans. Among them, the proportion used to supplement the working capital of listed companies and repay bank loans shall not exceed 25% of the price of this transaction or 50% of the total amount of raised matching funds.
The pricing benchmark date of the raised matching funds is the first day of the issuance period of the non-public offering, and the issuance price shall not be less than 80% of the average price of the company's shares in the 20 trading days before the first day of the issuance period. The final issue price will be determined by the board of directors of the listed company through consultation with the independent financial adviser (lead underwriter) of the transaction after the transaction is registered with the CSRC in accordance with the authorization of the general meeting of shareholders, the provisions of relevant laws, administrative regulations and normative documents, and the subscription quotation of the issuing object.
The purchase of assets by issuing shares in this transaction is not based on the successful implementation of raising supporting funds. Whether the issuance of supporting funds is successful or not will not affect the implementation of the purchase of assets by issuing shares in this transaction.
The final issuance quantity of the raised supporting funds will be subject to the issuance quantity approved and registered by the CSRC. The change of the issuance quantity will not affect the implementation of the issuance of shares to purchase assets.
Voting results: 7 in favor, 0 against and 0 abstention
2.2 scheme of issuing shares and paying cash to purchase assets
2.2.1 counterparty
The counterparties for the issuance of shares and the purchase of assets in cash are Jianguang Guangzhi (Chengdu) Equity Investment Center (limited partnership), Suzhou Industrial Park major industrial project investment fund (limited partnership), Suzhou Yongxin fusion investment partnership (limited partnership), Shanghai Chaoyue Moore equity investment fund partnership (limited partnership) Shangrong BAOYING (Ningbo) Investment Center (limited partnership) and Changzhou Puhua investment partnership (limited partnership).
Voting results: 7 in favor, 0 against and 0 abstention
2.2.2 subject assets
The underlying assets of this transaction are 78.65% of the total equity of the target company held by the counterparty (the paid in capital contribution is 70 million yuan, accounting for 82.35% of the total paid in capital contribution of fikontec). Among them, Jianguang Guangzhi holds 23.59% of the equity of fiktec (i.e. the paid in capital contribution of fiktec is 21 million yuan, accounting for 24.71% of the total paid in capital contribution), and Suyuan industrial investment holds 16.85% of the equity of fiktec (i.e. the paid in capital contribution of fiktec is 150 million yuan, accounting for 17.65% of the total paid in capital contribution), Surpass Moore holds 12.36% of the equity of fiktec (i.e. the paid in capital contribution of fiktec is 110 million yuan, accounting for 12.94% of the total paid in capital contribution), and Yongxin fusion holds 12.36% of the equity of fiktec (i.e. the paid in capital contribution of fiktec is 110 million yuan, accounting for 12.94% of the total paid in capital contribution), Shangrong BAOYING holds 11.24% of the equity of fiktec (i.e. the paid in capital contribution of fiktec is 100 million yuan, accounting for 11.76% of the total paid in capital contribution), and Changzhou Puhua holds 2.25% of the equity of fiktec (i.e. the paid in capital contribution of fiktec is 20 million yuan, accounting for 2.35% of the total paid in capital contribution).
Voting results: 7 in favor, 0 against and 0 abstention
2.2.3 underlying asset pricing
For this transaction, the asset appraisal institution with the qualification to engage in Securities and futures related business shall evaluate the value of the target company on the benchmark date determined by all parties through negotiation.
The final transaction price of the underlying assets will be determined through consultation between the company and the counterparty according to the evaluation results in the evaluation report issued by the asset evaluation institution qualified to engage in Securities and futures related business. The parties to the transaction will sign a supplementary agreement to agree on the final transaction price of the underlying assets.
Voting results: 7 in favor, 0 against and 0 abstention
2.2.4 payment method
Robotechnik Intelligent Technology Co.Ltd(300757) purchase assets from the counterparty by issuing shares and paying cash. The amount of share consideration and cash consideration obtained by the counterparty in this transaction shall be finally determined by the parties to the transaction signing a supplementary agreement after the audit and evaluation of the underlying assets are completed.
After the delivery of the underlying assets, the cash consideration will be paid by Robotechnik Intelligent Technology Co.Ltd(300757) within 15 working days after the supporting raised funds are in place, but no later than 60 working days after the delivery date. If Robotechnik Intelligent Technology Co.Ltd(300757) fails to complete the work of raising funds within 60 working days after the delivery date or the raised funds are insufficient to pay the cash consideration, then Robotechnik Intelligent Technology Co.Ltd(300757) shall pay the full cash consideration to the counterparty with its own funds or funds obtained by other financing methods that meet the requirements of laws and regulatory authorities within the above time limit.
Voting results: 7 in favor, 0 against and 0 abstention
2.2.5 types, par value and listing arrangements of issued shares
The company issued RMB A-share ordinary shares to the counterparty, with a par value of RMB 1.00 per share. The shares issued by the company are planned to be listed on the gem of Shenzhen Stock Exchange. The specific listing arrangement shall be reviewed and approved by Shenzhen Stock Exchange, approved by the CSRC for registration, and determined after consultation with Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Co., Ltd.
Voting results: 7 in favor, 0 against and 0 abstention
2.2.6 object, issuing method and subscription method of shares issued
The issuance objects involved in the purchase of assets by issuing shares are the counterparties Jianguang Guangzhi, Suyuan industrial investment, Chaoyue Moore, Yongxin fusion, Shangrong BAOYING and Changzhou Puhua; The issuing method is non-public offering. The subscription method of the shares issued this time is asset subscription, that is, the counterparty subscribes the shares issued this time by the company with the shares of the target company held by it.
Voting results: 7 in favor, 0 against and 0 abstention
2.2.7 pricing base date, pricing basis and issue price of issued shares
The pricing benchmark date of this issuance of shares to the counterparty to purchase assets is Robotechnik Intelligent Technology Co.Ltd(300757) the announcement date of the resolution of the board of directors on the first consideration of this issuance of shares and payment of cash to purchase assets.
Robotechnik Intelligent Technology Co.Ltd(300757) the price of shares issued to the counterparty this time is 52 yuan / share, which is no less than 80% of the average stock trading price of Robotechnik Intelligent Technology Co.Ltd(300757) 20 trading days before the pricing benchmark date. (average stock price in the 20 trading days before the pricing base date = total stock trading volume in the 20 trading days before the pricing base date / total stock trading volume in the 20 trading days before the pricing base date)
The final issue price or pricing principle of this offering shall be examined and approved by the general meeting of shareholders of the listed company. If the company has other ex rights and ex interests matters such as dividend distribution, share distribution, conversion of capital reserve into share capital and so on from the pricing benchmark date of the purchase of assets by issuing shares to the issuance date, the issuance price will be adjusted according to the following formula, and the calculation result will be rounded up and accurate to points. The adjustment formula of the issue price is as follows:
Distribution of stock dividends or conversion of capital reserve into share capital: P1 = P0 / (1 + n);
Allotment: P1 = (P0 + a) × k）/（1+k）；
The above two items shall be carried out simultaneously: P1 = (P0 + a) × k）/（1+n+k）；
P1-d: cash dividend;
The above three items shall be carried out simultaneously: P1 = (p0-d + a) × k）/（1+n+k）
Where: P0 is the effective issue price before adjustment, n is the share offering rate or share capital conversion rate, K is the share allotment rate, a is the share allotment price, D is the cash dividend per share, and P1 is the effective issue price after adjustment. Except for the issue price adjustment caused by the above ex dividend and ex right matters, the issue price adjustment mechanism will not be set up for the time being.
Voting results: 7 in favor, 0 against and 0 abstention
2.2.8 number of shares issued
The calculation formula of the number of shares issued by the company to the counterparty is:
The number of shares issued by the company to the counterparties = the transaction consideration paid to the relevant counterparties in the form of issued shares ÷ the issuance price of assets purchased by issuing shares this time
Total number of shares issued = the sum of the number of shares issued to each counterparty.
The number of consideration shares obtained by the counterparty according to the above formula is accurate to shares. If the number of consideration shares is less than one share, the counterparty voluntarily gives up.
The final number of shares issued by the company to the counterparty in this transaction
