Securities code: 300757 securities abbreviation: Robotechnik Intelligent Technology Co.Ltd(300757) Announcement No.: 2022-007 Robotechnik Intelligent Technology Co.Ltd(300757)
On planning to issue shares and pay cash to purchase assets and raise supporting funds
Suspension notice
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Reasons for suspension and work arrangement
Robotechnik Intelligent Technology Co.Ltd(300757) (hereinafter referred to as "the company" and " Robotechnik Intelligent Technology Co.Ltd(300757) ") is planning to issue shares, pay cash to purchase assets and raise supporting funds (hereinafter referred to as "the transaction"). Due to the uncertainty of relevant matters, in order to safeguard the interests of investors and avoid significant impact on the company's securities trading, according to the relevant regulations of Shenzhen Stock Exchange, upon the application of the company, the trading of the company's securities (Securities type: A-share stock, securities abbreviation: Robotechnik Intelligent Technology Co.Ltd(300757) , securities code: 300757) will be suspended from the morning of opening on Thursday, January 20, 2022, It is expected that the trading suspension will not exceed 10 trading days.
The company is expected to disclose the trading plan within no more than 10 trading days, that is, to disclose relevant information and apply for resumption of trading in accordance with the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 - major asset restructuring of listed companies before February 10, 2022.
If the company fails to convene the board of directors to review and disclose the trading plan within the above period, the trading of the company's securities will be resumed and the planning of relevant matters will be terminated at the latest from the opening of the market on February 10, 2022. At the same time, the main work, progress, impact on the company and subsequent arrangements of the planning matters during the suspension period will be disclosed to fully remind the risks and uncertainties of relevant matters, It also promises not to plan major asset restructuring within at least one month from the date of disclosure of relevant announcements.
2、 Basic information of this planning event
Robotechnik Intelligent Technology Co.Ltd(300757) intends to purchase the counterparty Jianguang Guangzhi (Chengdu) Equity Investment Center (limited partnership) (hereinafter referred to as "Jianguang Guangzhi") and Suzhou Industrial Park Industrial Investment Fund (limited partnership) (hereinafter referred to as "Suyuan industrial investment") by issuing shares and paying cash Suzhou Yongxin fusion investment partnership (limited partnership) (hereinafter referred to as "Yongxin fusion"), Shanghai Chaoyue Moore equity investment fund partnership (limited partnership) (hereinafter referred to as "Chaoyue Moore"), Shangrong BAOYING (Ningbo) Investment Center (limited partnership) (hereinafter referred to as "Shangrong BAOYING") Changzhou Puhua investment partnership (limited partnership) (hereinafter referred to as "Changzhou Puhua") (collectively referred to as "counterparty") holds 78.65% of the equity of Suzhou feikongtech Technology Co., Ltd. (hereinafter referred to as "feikongtech" or "target company") (the paid in capital contribution is 70 million yuan, accounting for 82.35% of the total paid in capital contribution of feikongtech). Robotechnik Intelligent Technology Co.Ltd(300757) at present, Suzhou Feikong Micro Technology Co., Ltd. (hereinafter referred to as "Feikong micro") indirectly holds 21.35% equity of the target company (paid in capital of 150 million yuan, accounting for 17.65% of the total paid in capital of Feikong Tech). After the completion of this transaction, Feikong tech will become a wholly-owned subsidiary of the listed company.
Fikontec is a special purpose company specially established for the acquisition of the target company. It has no other business except holding 80% equity of German target companies ficontec Service GmbH and ficontec automation GmbH through overseas SPV.
(I) basic information of the target company
Fikontec's basic information is as follows:
1. Company name: Suzhou fikontec Technology Co., Ltd
2. Unified social credit Code: 91320594ma1yxnjdxj
3. Registered address: No. 8, Weizheng Road, Suzhou Industrial Park*
4. Company type: limited liability company
5. Legal representative: Dai Jun
6. Registered capital: 890 million yuan
7. Date of establishment: August 19, 2019
8. Business scope: R & D of semiconductor equipment, optoelectronic products, micro optical products and laser devices; R & D and sales of test equipment; Investment in semiconductor industry and optical communication industry. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. As of the disclosure date of this announcement, the equity structure of the subject company is as follows:
Sequence name subscribed capital contribution subscribed capital contribution proportion paid in capital contribution proportion No. (10000 yuan) (%) (10000 yuan) (%)
1 Jianguang Guangzhi 21000 23.60% 21000 24.71%
2. Feikong crystal micro 19000 21.35% 15000 17.65%
3. Suyuan industrial investment 15000 16.85% 15000 17.65%
Sequence name subscribed capital contribution subscribed capital contribution proportion paid in capital contribution proportion No. (10000 yuan) (%) (10000 yuan) (%)
4. Yongxin fusion 11000 12.36% 11000 12.94%
5. Beyond moles 11000 12.36% 11000 12.94%
6 Shangrong BAOYING 10000 11.24% 10000 11.76%
7 Changzhou Puhua 2000 2.25% 2000 2.35%
Total 89000 100.00% 85000 100.00%
10. The basic information of German target companies ficontec Service GmbH and ficontec automation GmbH is as follows:
（1）ficonTEC Service GmbH
Company name ficontec Service GmbH
Company type Limited (Gesellschaft MIT beschr ä nkter haftung)
Registration number HRB 202431
Date of establishment: July 22, 2009
Company address: rehland 8, Ahim Town, Germany 28832
Registered capital: 500000 euros
Manufacturing of production facilities and individual components for performing high-precision positioning of micro components
Registered business scope: distribution, maintenance and repair.
Including the production and distribution of optical elements and camera systems
Maintenance and repair, as well as image processing, software and electronic components.
Shareholder microxtechnik (80%)
ELAS（20%）
(2) Ficonteautomation GmbH company name ficonteautomation GmbH
Company type Limited (Gesellschaft MIT beschr ä nkter haftung)
Registration number HRB 206020
Date of establishment: March 29, 2016
Company address: rehland 8, Ahim Town, Germany 28832
Registered capital: 250000 euros
Shareholder microxtechnik (80%)
ELAS（20%）
The target company is mainly engaged in the design, R & D, production and sales of semiconductor automatic assembly and testing equipment, 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.
(II) name of main counterparty
The counterparty of this transaction is preliminarily determined to be other shareholders of fiktec except Suzhou fiktec Micro Technology Co., Ltd., including Jianguang Guangzhi (Chengdu) Equity Investment Center (limited partnership), Suzhou Industrial Park Industrial Investment Fund (limited partnership), Suzhou Yongxin fusion investment partnership (limited partnership) Shanghai Chaoyue Moore equity investment fund partnership (limited partnership), Shangrong BAOYING (Ningbo) Investment Center (limited partnership), Changzhou Puhua investment partnership (limited partnership).
(III) transaction mode
The company plans to purchase 78.65% of the equity held by the counterparty in total and raise supporting funds by issuing shares and paying cash.
(IV) main contents of the transaction intention document
The company has signed intentional agreements with Jianguang Guangzhi (Chengdu) Equity Investment Center (limited partnership), Suzhou Yongxin fusion investment partnership (limited partnership), Shanghai Chaoyue Moore equity investment fund partnership (limited partnership), Shangrong BAOYING (Ningbo) Investment Center (limited partnership) and Changzhou Puhua investment partnership (limited partnership), The main contents are as follows:
1. Acquisition target
Robotechnik Intelligent Technology Co.Ltd(300757) plans to purchase 78.65% of the total equity of the target company held by the counterparty by issuing shares and paying cash. The counterparty agrees to transfer the underlying assets to Robotechnik Intelligent Technology Co.Ltd(300757) to subscribe for Robotechnik Intelligent Technology Co.Ltd(300757) issued shares and obtain cash consideration. After the completion of this transaction, Robotechnik Intelligent Technology Co.Ltd(300757) will directly and indirectly hold 100% equity of ficontec, thus indirectly holding 80% equity of ficontec Service GmbH and ficontec automation GmbH, the German target companies.
2. Purchase price
In this equity acquisition, the final transaction price of the underlying assets will be negotiated and determined by the trading parties based on the 100% equity evaluation value of the underlying company confirmed in the asset evaluation report issued by the asset evaluation institution qualified to engage in Securities and futures related business.
3. Payment method
The specific scheme of this transaction shall be negotiated and determined by all parties to the transaction before signing an agreement. After the transaction is approved by Shenzhen Stock Exchange and registered with the CSRC, Robotechnik Intelligent Technology Co.Ltd(300757) shall issue shares to the counterparty and pay cash to purchase assets in accordance with the provisions of relevant laws and regulations in accordance with the contents of the approval document for registration approved by the CSRC.
4. Special agreement
(1) For the shares issued by Robotechnik Intelligent Technology Co.Ltd(300757) paying consideration to the counterparty, the counterparty shall make commitments on the sales restriction period in accordance with relevant laws and regulations and the requirements of the CSRC and Shenzhen Stock Exchange, and strictly fulfill the commitments.
(2) There is a risk that this transaction cannot be deliberated and approved by the Robotechnik Intelligent Technology Co.Ltd(300757) board of directors and the general meeting of shareholders, or fails to be reviewed and approved by the Shenzhen Stock Exchange, the registration consent of the CSRC, or the issuance failure is not caused by the fault of either party. Each party to the transaction shall bear its own costs, expenses and tax expenses paid for the planning and development of this transaction, Each party to the transaction shall not claim compensation, compensation or expense from any party.
(3) After this transaction, the labor relations of the executive director, general manager and other management personnel and key employees of the target company will not change.
The company is still negotiating the acquisition with Suyuan industrial investment.
(V) name of intermediary involved in this reorganization
The company plans to employ Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. as the independent financial adviser of this transaction, Ernst & Young Huaming Certified Public Accountants (special general partnership) and Tianjian Certified Public Accountants (special general partnership) as the audit institution of this transaction, and Guohao law firm (Shanghai) as the legal adviser of this transaction, It is proposed to employ Zhonglian Tiandao Land Real Estate Assets Appraisal Co., Ltd. as the appraisal institution of this transaction.
3、 Arrangement during suspension
Since the date of suspension, the company will actively carry out various work in accordance with relevant regulations, perform necessary approval and review procedures, urge the independent financial advisers, auditors, legal advisers, evaluation and other intermediaries hired by the company to speed up their work, and submit and disclose documents that meet the requirements of relevant regulations to the exchange within the promised period.
4、 Risk tips
The company plans to issue shares and pay cash to purchase assets and raise supporting funds, which remains uncertain. Please pay attention to the investment risks.
5、 Documents for future reference
1. Application form for suspension of major asset restructuring of listed companies signed by the chairman of the company and sealed by the board of directors; 2. The equity acquisition intention agreement signed by all parties to the transaction;
3. Explanatory document of the counterparty on the absence of Article 13 of the guidelines for the supervision of listed companies No. 7 - supervision of abnormal trading of stocks related to major asset restructuring of listed companies;
4. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Board of directors January 19, 2002
