Robotechnik Intelligent Technology Co.Ltd(300757) board of directors
Measures for the administration of major assets reorganization of the listed company
Explanations under Articles 11 and 43
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").
1、 This transaction complies with Article 11 of the measures for the administration of major asset restructuring of listed companies
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 11 of the measures for the administration of major asset restructuring of listed companies. The specific circumstances are as follows:
1. This transaction complies with relevant national industrial policies and laws and administrative regulations on environmental protection, land management and antitrust
(1) This transaction complies with the national industrial policy
In November 2016, the State Council issued the national strategic emerging industry development plan for the 13th five year plan, which proposed to develop optoelectronic integrated devices to meet the needs of high-speed optical communication equipment, and break through the standardization problems and technical bottlenecks of optoelectronic device manufacturing; Research and develop the core functional components of high reliability and long-life laser, domestic advanced laser and high-end laser manufacturing process equipment, and develop advanced laser manufacturing application technology and equipment.
In December 2017, the Ministry of industry and information technology issued the roadmap for the technological development of China's optoelectronic device industry (2018-2022), which proposed to speed up the construction of the national manufacturing innovation center of information optoelectronics and give full play to the leading role of key enterprises in the industry; Focus on broadband China, made in China 2025 and 5g mobile communication projects, focusing on high-density and high-speed communication
In January 2021, the Ministry of industry and information technology issued the action plan for the development of basic electronic components industry (2021-2023), which requires to break through a number of key technologies of electronic components, further increase the overall innovation investment of the industry, and improve the patent layout of key products such as RF filters, high-speed connectors, chip multilayer ceramic capacitors and optical communication devices. Focus on the development of high-speed optical communication chip, high-speed and high-precision optical detector, high-speed direct and external modulation laser, high-speed modulator chip, high-power laser, digital signal processor chip for optical transmission, high-speed driver and trans impedance amplifier chip.
The state strongly supports the development of information technology industry, including optoelectronic industry and its upstream and downstream industries. The State Council, the national development and Reform Commission and the Ministry of industry and information technology have successively formulated and issued the development plan of national strategic emerging industries in the 13th five year plan, made in China 2025 and the development plan of information and communication industry in the 14th five year plan A series of strategic outline documents and supporting industrial policies, such as the action plan for the development of basic electronic components industry (2021-2023), the roadmap for the technological development of China's optoelectronic components industry (2018-2022), plan to support the development of information technology industry, including optoelectronic industry. The support of national industrial policies can create a good external environment for the development of the industry, enhance the independent innovation ability of enterprises and provide greater development space. Since the 13th five year plan, China's information industry has maintained a good momentum of development and the industrial system has been continuously improved. It is increasingly becoming a leading force in China's innovation and development, a new engine driving sustained economic growth, and a new driving force leading industrial transformation and integrated innovation. With the rapid development of 5g, data center, cloud computing, Internet of things, intelligent mobile terminal and other new generation information technologies, the optoelectronic device industry as an important support has obtained unprecedented market opportunities, and the industrial scale continues to expand. However, high-end optical chips are subject to technological R & D strength and semiconductor manufacturing level. At present, they are mainly controlled by foreign leading enterprises. However, China's leading enterprises are gradually narrowing the differences through mergers and acquisitions and continuous independent R & D. there is an urgent need for independent control of the whole industrial chain of optoelectronic devices and domestic substitution, As an important support of packaging, automated micro assembly equipment is an important part.
In conclusion, this transaction complies with relevant national industrial policies.
(2) This transaction complies with the provisions of environmental protection laws and administrative regulations
The target company of this transaction is a special purpose company established to acquire 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"). In addition to its overseas wholly-owned subsidiary Luxemburg investment company 312 S. à R.L Microxtechni K investment GmbH (hereinafter collectively referred to as "overseas SPV") has no other actual business activities except holding 80% equity of the target company, and there is no violation of relevant national environmental protection regulations.
(3) This transaction complies with the provisions of land management laws and administrative regulations
The target company of this transaction is a special purpose company established to acquire the target company. Except for holding 80% equity of the target company through overseas SPV, it has no other actual business activities and has not been punished by the land administration department. There is no violation of laws and administrative regulations in this land transaction.
(4) This transaction complies with the provisions of anti-monopoly laws and administrative regulations
According to the turnover level of the listed company and the target company, this transaction does not apply to the requirements of the anti-monopoly law of the people's Republic of China, the provisions of the State Council on the reporting standards of business concentration and other relevant laws and regulations on the reporting of business concentration.
In conclusion, this transaction complies with the national industrial policies and the provisions of laws and administrative regulations on environmental protection, land management and antitrust, and there is no violation of laws and administrative regulations on environmental protection, land management and antitrust.
2. This transaction will not cause the listed company to fail to meet the conditions for stock listing
In accordance with the securities law of the people's Republic of China, the Shenzhen Stock Exchange GEM Listing Rules and other relevant provisions, The change in the equity distribution of a listed company results in no longer meeting the listing conditions, which means that "if the shares held by the public are less than 25% of the total shares of the company and the total share capital of the company exceeds 400 million yuan, the shares held by the public are less than 10% of the total shares of the company. The public does not include: (1) shareholders holding more than 10% of the shares of the listed company and their persons acting in concert; (2) Directors, supervisors, senior managers and their affiliates of listed companies ".
According to the current situation of shares held by shareholders of listed companies, after the completion of this transaction, it is expected that the shareholding proportion of social public shareholders of listed companies will be higher than the minimum proportion requirement of 10%, which will not lead to the listed companies not meeting the conditions for listing shares on Shenzhen stock exchange.
3. The asset pricing basis involved in this exchange is fair and there is no case that damages the legitimate rights and interests of listed companies and shareholders
The final financial data and evaluation results of the subject company involved in this transaction will be determined after the formal audit report and evaluation report are issued by the audit institution and evaluation institution with business qualification related to securities and futures. The relevant audit, evaluation data and final transaction price will be disclosed in the report on issuing shares and paying cash to purchase assets. After the audit and evaluation of the target company are completed, the listed company will convene the board of directors and the general meeting of shareholders again to consider matters related to this transaction. The final transaction price of the subject asset will be determined by both parties through negotiation based on the appraisal value of the subject company determined in the asset appraisal report issued by the appraisal institution. The asset pricing basis involved in this exchange is fair, and there is no damage to the legitimate rights and interests of listed companies and shareholders.
The pricing of the above-mentioned underlying assets and share issuance complies with the relevant provisions of laws, regulations and normative documents such as 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 measures for the continuous supervision of companies listed on the gem (for Trial Implementation), and there is no damage to the legitimate rights and interests of listed companies and shareholders.
4. The ownership of assets involved in this exchange is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor's rights and debts is legal
The subject matter of this transaction is 78.65% equity of fiktec. The ownership of 78.65% equity held by the counterparty is clear, and there are no legal obstacles to asset transfer or transfer. This transaction only involves equity transfer, and the external creditor's rights and debts of fiktec will not change due to this transaction. Therefore, this transaction does not involve the handling of creditor's rights and debts.
5. This transaction is conducive to the listed company to enhance its sustainable operation ability, and there is no situation that may cause the main assets of the listed company to be cash or no specific business after reorganization
After the completion of this transaction, the shareholding ratio of the listed company to the target company will be increased from 23.15% to 100%, and the target company will become a wholly-owned subsidiary of the listed company, thus indirectly holding 80% of the equity of the target company. This transaction will help expand the sales channels of the listed company in the fields of electronic semiconductors and optical communications, and improve the technical level of the company in semiconductor automation equipment, Enrich the company's automation equipment product line, which is in line with the company's development strategy of expanding to the field of electronic semiconductors. This transaction is conducive to optimizing the business layout of listed companies, enhancing the profitability of listed companies and improving the anti risk ability of listed companies.
To sum up, this transaction is conducive to the listed company to enhance its sustainable operation ability, and there is no situation that may lead to the main assets of the listed company being cash or no specific business after the reorganization.
6. This transaction is conducive to the listed company's independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of the CSRC on the independence of listed companies. Before this transaction, the company has established a standardized corporate governance structure and independent operation management system in accordance with the provisions of relevant laws and regulations, Achieve business independence, asset independence, financial independence, personnel independence and institutional independence. This transaction will not have a significant impact on the control right of the company's controlling shareholders, the actual controller of the company will not change, and will not have an adverse impact on the existing corporate governance structure. After the completion of this transaction, the company will continue to maintain independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, in line with the relevant provisions of the CSRC on the independence of listed companies.
7. This transaction is conducive to the formation or maintenance of a sound and effective corporate governance structure of the listed company
Before this transaction, the listed company has established the general meeting of shareholders, the board of directors, the board of supervisors and other organizations and formulated corresponding rules of procedure in accordance with the company law of the people's Republic of China, the securities law of the people's Republic of China, the guidelines for the governance of listed companies and other laws and regulations, as well as the relevant provisions of the CSRC and the Shenzhen Stock Exchange, It has sound organizational structure and perfect corporate governance structure. After the completion of this transaction, the listed company will further improve its corporate governance structure, improve various internal decision-making systems and internal control systems, and maintain the standardized operation of the listed company.
In conclusion, this transaction is conducive to the listed company to maintain a sound and effective corporate governance structure.
2、 This transaction complies with Article 43 of the measures for the administration of major asset restructuring of listed companies
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 43 of the measures for the administration of major asset restructuring of listed companies. The specific circumstances are as follows:
1. This transaction is conducive to improving the asset quality of the listed company, improving the financial situation and enhancing the sustainable profitability; It is beneficial for listed companies to reduce related party transactions, avoid horizontal competition and enhance their independence
The target company of this transaction is mainly engaged in the design, R & D, production and sales of semiconductor automatic assembly, testing and testing equipment and systems, and provides standardized equipment and customized solutions for customers in the automatic micro assembly, packaging and testing market of optical chips, optoelectronic devices and optical modules. The company has accumulated a large number of well-known products in the fields of high-precision semiconductor chip, optoelectronic device, optical chip, automatic testing, and so on, including laser chip, optoelectronic chip, and so on The automatic micro assembly of optoelectronic devices and optical modules has the world's leading technical level.
This transaction will help expand the sales channels of Listed Companies in the fields of electronic semiconductors and optical communications, improve the company's technical level in semiconductor automation equipment, enrich the company's automation equipment product line, and meet the company's development strategy of expanding to the field of electronic semiconductors. This transaction is conducive to optimizing the business layout of listed companies, enhancing the profitability of listed companies and improving the anti risk ability of listed companies. It helps to improve the asset quality and financial situation of listed companies. It is conducive to improve the asset quality and sustainable profitability of listed companies, enhance the competitive strength of listed companies, and effectively guarantee the future performance.
2. The financial and accounting report of the listed company in the latest year has been issued an unqualified audit report by the certified public accountant. Tianjian Certified Public Accountants (special general partnership) has audited the financial and accounting report of the listed company in the latest year and issued a standard unqualified audit report (tianjianshen [2021] No. 4368). Comply with the provisions of item (II) of Article 43 of the reorganization measures.
3. Listed companies and their current directors and senior managers are not under investigation by judicial organs for suspected crimes or by CSRC for suspected violations of laws and regulations
The listed company and its current directors and senior managers have not been subject to administrative punishment by the CSRC in the last 36 months, or publicly condemned by the stock exchange in the last 12 months, nor are they being filed and investigated by the judicial organ for suspected crimes or by the CSRC for suspected violations of laws and regulations.
4. The assets purchased by the listed company by issuing shares are operating assets with clear ownership and can complete the ownership transfer procedures within the agreed time limit
The subject matter of this transaction is 78.65% equity of fiktec. The ownership of 78.65% equity held by the counterparty is clear
