Robotechnik Intelligent Technology Co.Ltd(300757) board of directors
Article 18 of the Shenzhen Stock Exchange and the provisions of Article 9 of the Shenzhen Stock Exchange on the examination and regulation of companies listed on the gem
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 18 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) and Article 7 of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 18 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) and Article 7 of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange. The specific circumstances are as follows:
Article 18 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) Article 7 of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange stipulates: "if a listed company implements major asset restructuring or issues shares to buy assets, the industry of the underlying assets shall meet the positioning of the gem, or be in the same industry or upstream and downstream with the listed company."
Robotechnik Intelligent Technology Co.Ltd(300757) is a high-tech enterprise developing high-end automation equipment and intelligent manufacturing execution system software (MES) based on industrial Internet technology. The company has a complete R & D, design, assembly, testing, sales and service system to provide flexible, intelligent and efficient high-end automation equipment and manufacturing MES execution system software for photovoltaic cells, electronics and semiconductors, automotive precision parts, food and medicine and other fields.
Since its establishment, the company has made some layout in the electronics and semiconductor industry. In 2013, the company developed an electronic transformer assembly test system and entered the field of electronic semiconductors. In recent years, with the continuous R & D investment and the deepening of technology development, while the company continues to lead the photovoltaic high-end intelligent equipment industry, the technology of semiconductor and microelectronics industry with long-term layout has also made positive progress.
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 standard spot supply 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. According to the industry classification guidelines for listed companies (revised in 2012) issued by the China Securities Regulatory Commission, the target company belongs to the special equipment manufacturing industry (C35) and does not belong to the industry that does not support the application for listing in the original principles of the Interim Provisions on the issuance and listing of enterprises on the gem of Shenzhen Stock Exchange, which is in line with the positioning of the gem.
The target company and the listed company belong to the same industry. This transaction will help expand the sales channels of the listed company in the fields of electronic semiconductors and optical communications, improve the technical level of the company in semiconductor automation equipment, enrich the company's automation equipment product line, and comply with the company's development strategy to expand into 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, the provisions of Article 18 of the Shenzhen Stock Exchange and the measures for the supervision of companies listed on the gem on the continuous assets reorganization comply with the provisions of Article 18 of the Shenzhen Stock Exchange.
2、 This transaction complies with Article 21 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) and Article 9 of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange
After careful judgment, the board of directors of the company believes that this transaction complies with the relevant provisions of Article 21 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) and Article 9 of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange. The specific circumstances are as follows:
Article 21 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) Article 9 of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange stipulates: "Where a listed company issues shares to purchase assets, the price of the issued shares shall not be lower than 80% of the market reference price. The market reference price shall be one of the average trading prices of the company's shares 20 trading days, 60 trading days or 120 trading days before the announcement date of the resolution of the board of directors to issue shares to purchase assets."
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 shares in the 20 trading days before the pricing benchmark date, in line with Article 21 of the measures for the continuous supervision of companies listed on the gem (for Trial Implementation) and article 9 of the review rules for major asset restructuring of companies listed on the gem of Shenzhen Stock Exchange.
It is hereby explained.
Robotechnik Intelligent Technology Co.Ltd(300757) board of directors February 8, 2022
