BaTeLab Co., Ltd. — Share Issue/Capital Change 2024

Dec 5, 2024

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

BaTelab

BaTeLab Co., Ltd.

蘇州貝克微電子股份有限公司

(A joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2149)

GRANT OF RESTRICTED SHARE UNITS UNDER THE RSU SCHEME

Reference is made to the circular of BaTeLab Co., Ltd. (the "Company") dated 15 November 2024 (the "Circular") in relation to the RSU Scheme and the poll results announcement of the 2024 first extraordinary general meeting of the Company held on 2 December 2024 in relation to the adoption of the RSU Scheme. Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Circular.

On 5 December 2024, the Company granted a total of 494,595 RSUs to two Grantees in accordance with the terms of the RSU Scheme, subject to acceptance by the Grantees.

DETAILS OF GRANT OF RSUS

The details of the grant of the RSUs are as follows:

Date of Grant: 5 December 2024

Number and type of Grantees: Two employees of the Company

Number of RSUs granted: 494,595 RSUs. Each of the RSUs granted to the Grantees represents a right to receive one H Share on the date the RSU vests.

Number of underlying Shares pursuant to the RSUs granted: 494,595 new H Shares (0.82% of the total number of Shares in issue as at the date of this announcement)

Purchase price for the grant: RMB1.00 per RSU

---

• 2 -

Closing price of H Shares on the Date of Grant:

Vesting period and vesting conditions:

HK$29.00 per H Share

Subject to the premise of continuous service by the Grantees and the other conditions set out in the RSU Scheme and the Grant Letter, the RSUs granted shall be vested in whole or in part pursuant to the following vesting arrangement:

(a) for one of the Grantees of this grant, all the RSUs granted shall be vested on 5 December 2028;

(b) for the other one Grantee of this grant, the RSUs granted shall be vested according to the following arrangement: (a) the first tranche of 25% of the RSUs granted shall be vested on 5 December 2028; (b) the second tranche of 25% of the RSUs granted shall be vested on 5 December 2029; (c) the third tranche of 25% of the RSUs granted shall be vested on 5 December 2030; and (d) the last tranche of 25% of the RSUs granted shall be vested on 5 December 2031.

Provided that all other relevant vesting conditions and premises have been satisfied, and if on the vesting date of the RSUs granted to the two aforementioned Grantees and the closing price of the H Shares on the business day immediately preceding the vesting date is lower than the final offer price for the listing of the Company on the Stock Exchange and the global offering (i.e. HK$27.47), the vesting of the relevant RSUs will be postponed until the business day on which the closing price of the H Shares reaches or exceeds HK$27.47.

If the above vesting conditions in relation to the H Share price is not fulfilled on 1 December 2034, all RSUs granted to the two Grantees but not yet vested shall lapse immediately.

---

Performance target:

The vesting of the RSUs shall be subject to the achievement of certain performance targets, in particular, the Employee Participants’ performance appraisal score in the preceding financial year before the vesting of RSUs shall not be lower than 80 points, and the Employee Participants are not prohibited from participating in the RSU Scheme as set out in terms of the RSU Scheme and the Grant Letter.

Clawback mechanism:

As set out in the terms of the RSU Scheme and the Grant Letter, the RSUs granted are subject to the clawback mechanism if any of the following events occurs:

(a) the Grantee has failed to perform his duties effectively or committed a serious breach or dereliction of his duties;

(b) the Grantee has not performed or duly performed his duties, causing the Company to suffer a material loss in terms of assets and other material adverse impact;

(c) the Grantee has engaged in the acceptance or solicitation of bribes, corruption, theft, leaking commercial and technological secrets of the Company, conducting related party transactions to the prejudice of the interests and reputation of the Company, and other illegal behaviours having a material adverse impact on the image of the Company and has been sanctioned;

(d) the Grantee has contravened the relevant laws and regulations of any applicable jurisdiction or the provisions of the articles of association of any member of the Group;

• 3 -

---

(e) the Grantee has failed to comply with any non-compete covenants or any terms and conditions of a similar effect under their respective contract with the Group; or

(f) any other conduct which, as the Board determines in good faith, would justify the termination of his contract.

Upon occurrence of such circumstances, the Board may (but is not obliged to) by notice in writing to the relevant Grantee claw back such number of RSUs granted (to the extent not already vested) as the Board may consider appropriate.

To the best knowledge of the Directors, as at the date of this announcement, none of the Grantees is (i) a Director, chief executive or substantial Shareholder, or an associate of any of them; (ii) a participant with options and awards granted and to be granted exceeding the 1% individual limit under the Listing Rules; or (iii) a related entity participant or service provider. No financial assistance will be provided by the Company to the Grantees for the purchase of RSUs under the RSU Scheme.

REASONS FOR AND BENEFITS OF THE GRANT

The RSU Scheme provides the Company with a flexible means of retaining, incentivising, rewarding, remunerating, compensating and/or providing benefits to Employee Participants. The grant of the RSUs under the RSU Scheme is to attract and retain employees whose contributions are important to the long-term growth and success of the Group, to recognise and reward Employee Participants for their contributions to the Group, to provide Grantees with the opportunity to acquire proprietary interests in the Company and to encourage Grantees to further contribute to the Company and work towards enhancing the value of the Company and its Shares for the benefit of the Company and its Shareholders as a whole.

NUMBER OF SHARES AVAILABLE FOR FUTURE GRANT

The number of underlying Shares in respect of the RSUs granted under the RSU Scheme shall be issued pursuant to the Scheme Mandate Limit approved by the Shareholders at the 2024 first extraordinary general meeting of the Company held on 2 December 2024. Application has been made by the Company to the Stock Exchange for the grant of approval for the listing of, and permission to deal in, not exceeding 6,000,000 new H Shares which may be allotted and issued under the Scheme Mandate Limit in respect of the RSU Scheme, and the listing approval has been granted by the Stock Exchange.

• 4 -

---

Following the grant of the above RSUs, 5,505,405 H Shares underlying the RSUs are available for future grant under the RSU Scheme.

By Order of the Board
BaTeLab Co., Ltd.
Mr. Li Zhen
Chairman

Suzhou, the PRC, 5 December 2024

As at the date of this announcement, the Board comprises Mr. Li Zhen, Mr. Zhang Guangping and Mr. Li Yi as executive Directors; Mr. Kong Jianhua as non-executive Director; and Mr. Zhao Heming, Mr. Wen Chengge, Mr. Ma Ming and Ms. Kang Yuanshu as independent non-executive Directors.

– 5 –