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BaTeLab Co., Ltd. Share Issue/Capital Change 2025

May 28, 2025

50401_rns_2025-05-28_537b7a56-714c-44fc-a728-6c0d42e0622e.pdf

Share Issue/Capital Change

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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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase, or subscribe for any securities of the Company.

This announcement is not for distribution, directly or indirectly, in or into the United States. This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Company's shares mentioned in this announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold in the United States except pursuant to registration or an exemption from the registration requirements of the Securities Act. No public offering of the Company's shares will be made in the United States.

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)

COMPLETION OF PLACING OF H SHARES UNDER GENERAL MANDATE

Sole Placing Agent and Sole Overall Coordinator

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國泰君安國際

GUOTAI JUNAN INTERNATIONAL

The Board is pleased to announce that all conditions precedent to the Placing Agreement have been fulfilled and completion of the Placing took place on 28 May 2025. Pursuant to the terms and conditions of the Placing Agreement, 3,000,000 Placing Shares have been placed by the Placing Agent to not less than six Placees at the price of HK$40.00 per Placing Share.

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Reference is made to the announcement of BaTeLab Co., Ltd. (the “Company”) dated 21 May 2025 in respect of the placing of 3,000,000 new H Shares under the General Mandate (the “Announcement”). Unless otherwise stated, capitalised terms used herein shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE PLACING

The Board is pleased to announce that all conditions precedent to the Placing Agreement (including the obtaining of the Approval) have been fulfilled and completion of the Placing took place on 28 May 2025. An aggregate of 3,000,000 Placing Shares have been placed by the Placing Agent to not less than six Placees at the price of HK$40.00 per Placing Share pursuant to the terms and conditions of the Placing Agreement, representing approximately 16.67% of the number of issued H Shares and approximately 4.76% of the number of issued Shares as enlarged by the allotment and issue of the Placing Shares.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Placees and their respective ultimate beneficial owners (if any) are professional, institutional, or other investors who are third parties independent of the Company and its connected persons (as defined under the Listing Rules).

The net proceeds (after deducting the Placing commission and other relevant costs and expenses of the Placing) from the Placing amounted to approximately HK$116.58 million. As disclosed in the Announcement, the Company intends to use the net proceeds for (1) increasing the investment in upstream manufacturing resources, including but not limited to building its own wafer fabs and strengthening cooperation with existing wafer fabs; and (2) other general working capital. The Company would like to provide further information about the use of proceeds. The Company operates with a fabless model and focuses on analog IC patterned wafer design in the relatively fragmented China industrial-grade analog IC market, thus investments in its upstream will enhance the competitiveness of the Company in the long run, enabling them a stable production capacity supply, and manufacturing process innovation capabilities that align with the Company’s IC design.

The Company intends to use the net proceeds from the Placing for the purposes and in the amounts set forth below:

(1) 90% of the net proceeds, or approximately HK$104.92 million, to purchase application-specific equipment, while utilizing the factories and general equipment provided by fabrication plants, together to build a production line that can satisfy multi-variety and small-batches industrial-grade analog chips requirements and prioritize the Company’s production capacity needs; and


(2) 10% of the net proceeds, or approximately HK$11.66 million, for working capital and general corporate purposes.

Please refer to the Announcement for further details of the Placing.

EFFECTS OF THE PLACING ON SHAREHOLDING STRUCTURE OF THE COMPANY

The number of total issued Shares has increased from 60,000,000 Shares to 63,000,000 Shares as a result of the issue of the Placing Shares. The number of total issued H Shares has increased from 15,000,000 H Shares to 18,000,000 H Shares upon the Completion, and the number of Unlisted Domestic Shares remains unchanged as 45,000,000 Unlisted Domestic Shares.

The shareholding structure of the Company immediately before and after the Completion is as follows:

Name of Shareholder Immediately before the Completion Immediately after the Completion
No. of Shares Approximate per cent. of the total issued Shares (%) No. of Shares Approximate per cent. of the total issued Shares (%)
Unlisted Domestic Shares
Core connected persons 18,282,997 30.47 18,282,997 29.02
Other holders of Unlisted Domestic Shares 26,717,003 44.53 26,717,003 42.41
Total number of Unlisted Domestic Shares 45,000,000 75.00 45,000,000 71.43

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Name of Shareholder Immediately before the Completion Immediately after the Completion
No. of Shares Approximate per cent. of the total issued Shares (%) No. of Shares Approximate per cent. of the total issued Shares (%)
H Shares
Core connected persons 0 0 0 0
Placees 3,000,000 4.76
Other H Shareholders 15,000,000 25.00 15,000,000 23.81
Total number of H Shares 15,000,000 25.00 18,000,000 28.57
Total number of issued Shares 60,000,000 100.00 63,000,000 100.00

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

Suzhou, the PRC
28 May 2025

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.