Robotechnik Intelligent Technology Co.Ltd(300757) board of directors
Explanation on the situation that this transaction is expected to constitute a major asset reorganization as stipulated in Article 12 of the administrative measures for major asset reorganization of listed companies, but does not constitute a reorganization and listing as stipulated in Article 13
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").
As the acquirer of this transaction, the listed company is expected to constitute a major asset reorganization as stipulated in Article 12 of the measures for the administration of major asset reorganization of listed companies, but not a reorganization as stipulated in Article 13. The listing description is as follows:
1、 This transaction is expected to constitute a major asset restructuring
The estimated value and transaction price of the underlying assets of this transaction have not been determined. According to articles 12 and 14 of the measures for the administration of major asset restructuring of listed companies, based on the preliminary judgment of the company and Suzhou fikontec Technology Co., Ltd. (Unaudited), this transaction is expected to constitute a major asset restructuring. At the same time, this transaction involves the issuance of shares to purchase assets, which can be implemented only after being reviewed by Shenzhen Stock Exchange and approved and registered by China Securities Regulatory Commission.
2、 This transaction does not constitute reorganization and listing
Before this transaction, Dai Jun directly held 4.27% of the shares of the company, 55.48% of the equity of Yuan Jiesheng, the controlling shareholder of the company, and 24.43% of the capital contribution of Kejun investment. He served as the general partner of Kejun investment, controlling 40.91% of the shares of the company in total and was the actual controller of the company.
The original actual controllers of the company were Mr. Dai Jun, Mr. Wang Hongjun and Mr. Xia Chengzhou, who signed the agreement on concerted action on March 30, 2016. The agreement agreed that the relationship of concerted action would take effect from the date of signing the agreement and terminate at the end of 36 months from the date of listing of the company's initial public offering (January 8, 2019). On January 8, 2022, the company announced the suggestive announcement on the termination of the agreement on concerted action upon expiration and the change of the actual controller. Mr. Dai Jun, Mr. Wang Hongjun and Mr. Xia Chengzhou jointly issued the notification letter that the agreement on concerted action will not be renewed upon expiration, confirming that the agreement on concerted action will not be renewed after expiration on January 8, 2022, and the relationship between the three persons will be terminated upon expiration. After the termination of the relationship of concerted action, the actual controller of the company is changed from Mr. Dai Jun, Mr. Wang Hongjun and Mr. Xia Chengzhou to Mr. Dai Jun.
This transaction is the company's purchase of the underlying assets from non related parties. After the completion of the transaction, the controlling shareholder of the company is still yuan Jiesheng and the actual controller is still Dai Jun, which does not constitute the reorganization and listing specified in Article 13 of the administrative measures for major asset restructuring of listed companies, and Article 10 of the examination rules for major asset restructuring of companies listed on the gem of Shenzhen stock exchange is not applicable Article 11.
It is hereby explained.
Robotechnik Intelligent Technology Co.Ltd(300757) board of directors February 8, 2022
