Independent Financial Advisor's Verification Opinion
Dongfang Securities Co., Ltd. (hereinafter referred to as "Independent Financial Advisor") serves as the independent financial advisor for Robotech Intelligent Technology Co., Ltd. (hereinafter referred to as "Listed Company," "Company," or "Robotech") regarding the issuance of shares and cash payment for asset acquisition and the raising of supporting funds (hereinafter referred to as "this transaction"). In accordance with the relevant laws, regulations, and normative documents such as the "Administrative Measures for Major Asset Restructuring of Listed Companies" and the "Management Measures for Financial Advisory Services for Mergers and Acquisitions of Listed Companies," the Independent Financial Advisor has verified the performance commitment of ficonTEC Service GmbH (hereinafter referred to as "FSG") and ficonTEC Automation GmbH (hereinafter referred to as "FAG," collectively referred to as "ficonTEC" or "Target Company") for the year 2025, and presents the following opinions:
1. Basic Situation of the Transaction
This transaction involves the Company acquiring an 81.18% equity stake in Suzhou Ficontec Technology Co., Ltd. (hereinafter referred to as "Target Company") through the issuance of shares and cash payment to domestic counterparties, including Jian Guang Guang Zhi (Chengdu) Equity Investment Center (Limited Partnership), Suzhou Industrial Park Industrial Investment Fund (Limited Partnership), Suzhou Yongxin Integration 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), and Nantong Nengda Emerging Industry Mother Fund Partnership (Limited Partnership). Additionally, cash payment will be made to foreign counterparty ELAS Technologies Investment GmbH for a 6.97% stake in both FSG and FAG (collectively referred to as "Target Assets"). Upon completion of the share issuance and cash payment for asset acquisition, the Listed Company will directly and indirectly hold 100% equity in Ficontec, FSG, and FAG. The Company will also privately issue shares to no more than 35 specific objects to raise supporting funds, with a total amount not exceeding 38.4 million yuan, which is capped at 100% of the total transaction amount for the share issuance and asset acquisition, and the number of shares issued will not exceed 30% of the Company's total share capital prior to this transaction.
On April 29, 2025, the Company received the China Securities Regulatory Commission's approval for the registration of the share issuance for asset acquisition and the raising of supporting funds (Zheng Jian Xu Ke [2025] No. 949). By May 7, 2025, the transfer procedures and related business registration and filing matters for the Target Assets had been completed. The new shares issued for the asset acquisition were listed on May 23, 2025, and the new shares issued to specific objects were listed on June 12, 2025. To protect the interests of the Company and all shareholders, the actual controller Dai Jun signed the "Performance Commitment and Compensation Agreement" (hereinafter referred to as "Performance Commitment and Compensation Agreement") with the Company, voluntarily committing to a cumulative net profit performance commitment for the Target Company for three years (2025, 2026, 2027) starting from the completion of this transaction, and agreeing to provide cash compensation if the Target Company fails to meet the committed performance.