Stock Code: 300757 stock abbreviation: Robotechnik Intelligent Technology Co.Ltd(300757) listing place: Shenzhen Stock Exchange
Robotechnik Intelligent Technology Co.Ltd(300757)
Issuing shares and paying cash to purchase assets
And raise supporting funds
Category counterparty name
Issuance of shares and payment of Jianguang Guangzhi (Chengdu) Equity Investment Center (limited partnership), Suzhou Industrial Park industrial investment cash purchase asset delivery Fund (limited partnership), Suzhou Yongxin fusion investment partnership (limited partnership), Shanghai Yifang haichaomo equity investment fund partnership (limited partnership) Shangrong BAOYING (Ningbo) Investment Center (limited partnership), Changzhou Puhua investment partnership (limited partnership)
No more than 35 specific objects raised matching funds
February, 2002
interpretation
In this plan, unless the context otherwise requires, the following abbreviations have the following meanings:
Common vocabulary
Listed company, the company, the company refers to Robotechnik Intelligent Technology Co.Ltd(300757) company, Robotechnik Intelligent Technology Co.Ltd(300757)
Luobo Co., Ltd. refers to Suzhou Robotechnik Intelligent Technology Co.Ltd(300757) automation equipment Co., Ltd
Yuanjiesheng refers to Suzhou yuanjiesheng Enterprise Management Consulting Co., Ltd
Kejun investment refers to Shanghai Kejun Investment Management Center (limited partnership)
Feikong micro refers to Suzhou Feikong Micro Technology Co., Ltd
Fikontec and the target company refer to Suzhou fikontec Technology Co., Ltd
The subject matter and underlying assets of the transaction refer to 78.65% equity of fiktec
FSG refers to ficontec service GmbH
Fag refers to ficonteautomation GmbH
Ficontec, target company, FSG and fag
Ultimate target company
Jianguang Guangzhi refers to Jianguang Guangzhi (Chengdu) Equity Investment Center (limited partnership)
Suyuan industrial investment refers to the industrial investment fund (limited partnership) of Suzhou Industrial Park
Yongxin fusion refers to Suzhou Yongxin fusion investment partnership (limited partnership)
Surpass Moore refers to Shanghai surpass Moore equity investment fund partnership (limited partnership)
Shangrong BAOYING refers to Shangrong BAOYING (Ningbo) Investment Center (limited partnership)
Changzhou Puhua refers to Changzhou Puhua investment partnership (limited partnership)
The counterparties refer to Jianguang Guangzhi, Suyuan industrial investment, Yongxin integration, Chaoyue Moore, Shangrong BAOYING and Changzhou Puhua
Parties to the transaction refer to the listed company and the counterparty
Jianguang asset refers to Beijing Jianguang Asset Management Co., Ltd
Yuanfeng capital refers to Suzhou Yuanfeng Capital Management Co., Ltd
Yongxin ark refers to Suzhou Yongxin ark equity investment management partnership (general partnership)
Chaomo management refers to Shanghai chaomo Private Equity Fund Management Co., Ltd
Shangrong capital refers to Shangrong Capital Management Co., Ltd
Luxemburg company means Luxemburg investment company 312 s. à R.L
Microxtechnik means microxtechnik investment GmbH
Overseas SPV refers to luxemburgcompany and microxtechnik
FSG Shanghai zhifeikong micro Group Trading (Shanghai) Co., Ltd
Fsgthailand means ficontec service (Thailand) Co. Ltd
FSG USA means ficontec USA
FSG Ireland means ficontec Ireland Limited
Fag Eesti refers to ficontec Eesti o Ü
FSG Inc means ficontec, Inc
The target company and its subsidiaries refer to the target company and FSG Shanghai, fsgthailand, FSG USA and FSG
Ireland, FAG Eesti and FSG Inc
Elas means elas technologies investment GmbH
Plan. This plan refers to the plan for Robotechnik Intelligent Technology Co.Ltd(300757) issuing shares and paying cash to purchase assets and raise supporting funds
Robotechnik Intelligent Technology Co.Ltd(300757) the purchase of assets from Jianguang Guangzhi, Suyuan industrial investment, Yongxin fusion, Chaoyue Moore and Shangrong means the issuance of shares by BAOYING and Changzhou Puhua and the payment of cash to purchase 78.65% of the equity held by them
Robotechnik Intelligent Technology Co.Ltd(300757) the reorganization refers to the issuance of shares and the payment of cash by BAOYING and Changzhou Puhua to purchase 78.65% of the equity held by them and raise supporting funds
Robotechnik Intelligent Technology Co.Ltd(300757) with Jianguang Guangzhi (Chengdu) Equity Investment Center (limited partnership) and Suzhou Industrial Park Industrial Investment Fund (limited partnership)
“Issuing shares and paying cash for purchasing partners”, Suzhou Yongxin fusion investment partnership (limited partnership), Shanghai Chaoyue mormai asset agreement, Sunnyvale equity investment fund partnership (limited partnership), Shangrong BAOYING (Ningbo) Investment Center (limited partnership) Agreement on issuing shares and paying cash to purchase assets signed by Changzhou Puhua investment partnership (limited partnership)
The reporting period refers to 2019, 2020 and January September 2021
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Company Law refers to the company law of the people’s Republic of China
Securities Law of the people’s Republic of China
Restructuring Measures refers to the measures for the administration of major asset restructuring of listed companies (revised in 2020)
The gem issuance registration office refers to the law on the measures for the administration of securities issuance registration of companies listed on the gem (for Trial Implementation)
The measures for continuous supervision refers to the measures for continuous supervision of companies listed on GEM (for Trial Implementation)
The reorganization review rules refer to the review rules for major asset reorganization of companies listed on the gem of Shenzhen Stock Exchange
(revised in 2021)
Listing Rules refers to the Listing Rules of Shenzhen Stock Exchange gem
Standard No. 26 refers to Standard No. 26 on the contents and forms of information disclosure by companies offering securities to the public – major asset restructuring of listed companies (revised in 2022)
Professional vocabulary
Optoelectronic devices refer to various functional devices made by using electric photon conversion effect.
Pic refers to optical chip, which generally refers to photonic integrated circuit based on silicon process.
Optical module is composed of optoelectronic devices, functional circuits and optical interfaces to realize photoelectric signal conversion.
Fiber coupling refers to fiber coupling, which links the optical signal sent by the laser to the fiber.
Bond refers to the patch, which pastes the chip to the circuit board through processes such as alignment and dispensing.
AOI refers to automatic optical detection, which is used to detect the appearance defects of optical chips and optical devices.
Bar refers to laser bar
Stack refers to the stacking after aligning the laser bar
PCM refers to process control software
Vertical grating coupling refers to the use of the diffraction effect of the grating to couple light into the fiber in the vertical direction
Edge coupling refers to the coupling of optical fibers from the side of the chip through conical waveguides
Note: in this plan, there are differences in the mantissa between the sum of some totals and each addend, which are caused by rounding.
Statement of listed company
1. The company has provided information and documents related to this transaction (including but not limited to original written materials, copy materials or oral information). The company guarantees that the copies or copies of the documents provided are consistent with the original or original, and the signatures and seals of such documents are true, The signatory of such documents has legally authorized and effectively signed such documents; Ensure that the relevant information provided for this exchange is true, accurate and complete without false records, misleading statements or major omissions, and bear individual and joint legal liabilities for the authenticity, accuracy and integrity of the information provided.
2. There are no false records, misleading statements or major omissions in the information disclosure and application documents of the company about this transaction. If the information provided or disclosed in this transaction is suspected of false records, misleading statements or major omissions, resulting in losses to investors, the company will be liable for compensation according to law. 3. The relevant audit and evaluation work involved in this exchange has not been completed, and the relevant data of the target company involved in this plan has not been audited and evaluated by an accounting firm with securities and futures business qualification. The company and all directors, supervisors and senior managers guarantee the authenticity and rationality of the relevant data quoted in this plan. The audited financial data and evaluation results of relevant assets will be disclosed in the report on issuing shares and paying cash to purchase assets.
4. There is uncertainty in this plan. In the process of subsequent negotiation, formation, approval and review, all parties may not reach an agreement on the formal transaction scheme or its improvement, resulting in the cancellation of this transaction.
5. The matters mentioned in this plan do not represent the substantive judgment, confirmation or approval of the CSRC and Shenzhen Stock Exchange on matters related to this transaction. The effectiveness and completion of the matters related to this transaction described in this plan are subject to the approval of the general meeting of shareholders, the review of Shenzhen Stock Exchange, the registration of China Securities Regulatory Commission and the approval of other relevant examination and approval authorities. Any decision or opinion made by the examination and approval authority on matters related to this transaction does not indicate that it makes a substantive judgment or guarantee on the value of the company’s shares or the income of investors.
6. After the completion of this transaction, the company shall be responsible for the changes of the company’s operation and income; The investor shall be responsible for the investment risk caused by this transaction. When evaluating the company’s transaction, in addition to the contents of this plan and the relevant documents disclosed at the same time with this plan, investors should also seriously consider the risk factors disclosed in this plan.
7. If investors have any questions about this plan, they should consult their own stockbrokers, lawyers, professional accountants or other professional consultants.
Counterparty statement
Jianguang Guangzhi, Suyuan industrial investment, Suzhou Yongxin, Chaoyue Moore, Shangrong BAOYING and Changzhou Puhua, the counterparties of the issuance of shares to purchase assets, have issued a letter of commitment and made the following commitments on the authenticity, accuracy and completeness of the information provided by the exchange:
