Announcement on the Status of Performance Commitment Achievement for 2025 Regarding the Issuance of Shares and Payment of Cash to Purchase Assets and Raise Supporting Funds
The company and all members of the board of directors guarantee that the information disclosed is true, accurate, and complete, and contains no false records, misleading statements, or material omissions.
Robo-Tech Intelligent Technology Co., Ltd. (hereinafter referred to as the "Company" or "Listed Company") completed the issuance of shares and payment of cash to purchase assets and raise supporting funds in 2025 (hereinafter referred to as the "Transaction"). For the purpose of protecting the interests of the Company and all shareholders, the actual controller of the Company, Dai Jun, signed the "Performance Commitment and Compensation Agreement" with the Company, voluntarily undertaking a performance commitment for the cumulative net profit of the target company for three years from the completion of the Transaction (i.e., 2025, 2026, and 2027). If the target company fails to achieve the committed performance, Dai Jun will voluntarily provide cash compensation. The Company hereby provides a description of the achievement of the 2025 performance commitment as follows:
I. Basic情况 of the Transaction
The Transaction involved the Company acquiring 81.18% of the equity of Suzhou Feikong Taike Technology Co., Ltd. (hereinafter referred to as the "Target Company") held by Jian Guang Guang Zhi (Chengdu) Equity Investment Center (Limited Partnership), Suzhou Industrial Park Industrial Investment Fund (Limited Partnership), Suzhou Yong Xin Rong He Investment Partnership (Limited Partnership), Shanghai Chao Yue Mo Er Equity Investment Fund Partnership (Limited Partnership), Shang Rong Bao Ying (Ningbo) Investment Center (Limited Partnership), Chang Zhou Pu Hua Investment Partnership (Limited Partnership), and Nantong Neng Da Emerging Industry Fund of Funds Partnership (Limited Partnership) through the issuance of shares and payment of cash. The Company also acquired 6.97% of the equity of FSG and FAG held by the overseas transaction counterparty ELAS Technologies Investment GmbH through cash payment. Upon completion of the issuance of shares and payment of cash to purchase assets, the Company directly and indirectly held 100% of the equity of Feikong Taike, FSG, and FAG. Concurrently, the Company planned to issue shares to no more than 35 specific investors through non-public offering to raise supporting funds, with a total amount not exceeding RMB 384 million, which shall not exceed 100% of the total transaction amount for the issuance of shares to purchase assets, and the number of shares issued shall not exceed 30% of the total share capital of the Company before the Transaction.
On April 29, 2025, the Company received the "Approval for the Registration of Robo-Tech Intelligent Technology Co., Ltd.'s Issuance of Shares to Purchase Assets and Raise Supporting Funds" (Securities Regulatory Permit (2025) No. 949) from the China Securities Regulatory Commission.
On May 7, 2025, the transfer procedures and relevant industrial and commercial change registration and filing matters for the target assets of this Transaction were completed. The new shares issued in this Transaction for the purchase of assets were listed on May 23, 2025. The new shares issued to specific objects in this Transaction were listed on June 12, 2025.
In this Transaction, for the purpose of protecting the interests of the Company and all shareholders, the actual controller of the Company, Dai Jun, signed the "Performance Commitment and Compensation Agreement between Robo-Tech Intelligent Technology Co., Ltd. and Dai Jun" (hereinafter referred to as the "Performance Commitment and Compensation Agreement"). Dai Jun voluntarily undertook a performance commitment for the cumulative net profit of the target company for three years from the completion of the Transaction (i.e., 2025, 2026, and 2027). If the target company fails to achieve the committed performance, Dai Jun will voluntarily provide cash compensation.