Robotechnik Intelligent Technology Co.Ltd(300757) board of directors
Explanation on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
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").
The board of directors of the listed company has carefully analyzed whether the transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies, and believes that:
1、 The underlying asset of this transaction is the 78.65% equity of Suzhou fikontec Technology Co., Ltd. fikontec 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"), Fikontec has no other actual business activities except holding 80% equity of the target company through its overseas wholly-owned subsidiaries Luxemburg investment company 312 s. à R.L. and microxtechnik investment GmbH (hereinafter collectively referred to as "overseas SPV"), and does not involve project approval, environmental protection and other related matters. This transaction can be completed only after meeting other conditions, including but not limited to the approval of the second board of directors of the listed company on this transaction, the approval of the general meeting of shareholders of the listed company on this transaction, the approval of Shenzhen Stock Exchange, the registration of China Securities Regulatory Commission and other possible approvals, etc. The listed company has disclosed the above approval items in detail in the plan, and prompted the risks that may not be approved.
2、 The counterparty of this transaction legally holds the complete rights of the underlying assets, the ownership of the underlying assets is clear, and there is no restriction or prohibition on transfer; According to the commitment issued by the counterparty, there is no legal obstacle to the transfer of the underlying assets; The target company does not have any false capital contribution or affect its legal existence.
3、 The ultimate target company purchased by the listed company through this exchange has an independent and complete business system and can carry out production and operation activities independently; It helps to improve the integrity of assets of listed companies; It is conducive for listed companies to continue to maintain independence in personnel, procurement, production and sales.
4、 This transaction is conducive to the listed company to improve its financial situation, enhance its sustainable profitability, highlight its main business and enhance its anti risk ability, and enhance its independence, reduce related party transactions and avoid horizontal competition.
In conclusion, the board of directors of the company believes that this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies.
It is hereby explained.
Robotechnik Intelligent Technology Co.Ltd(300757) board of directors February 8, 2022
