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

May 21, 2025

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)

PLACING OF NEW H SHARES UNDER GENERAL MANDATE

Sole Placing Agent and Sole Overall Coordinator

^{}[]

國泰君安國際

GUOTAI JUNAN INTERNATIONAL

On 21 May 2025 (before trading hours), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Placing Agent has conditionally agreed, as the Company's placing agent, to procure, on a best effort basis, not less than six Places, who and whose ultimate beneficial owners (where applicable) will be Independent Third Parties, to subscribe for up to a maximum of 3,000,000 Placing Shares at the Placing Price of HK$40.00 per Placing Share.

Assuming that there will be no change in the number of issued Shares between the date of this announcement and the Completion Date, the maximum number of 3,000,000 Placing Shares under the Placing represents 20% of the number of existing issued H Shares and 5% of the number of existing issued Shares as at the date of this announcement, and 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.

• 1 -

---

Assuming all the Placing Shares are fully placed and subject to the Completion, it is expected that the maximum gross proceeds and net proceeds (after deducting the Placing commission and other relevant costs and expenses of the Placing) from the Placing will be approximately HK$120.00 million and HK$116.58 million, respectively. On such basis, the net issue price will be approximately HK$38.86 per Placing Share.

No Shareholders’ approval is required for the Placing and the allotment and issue of the Placing Shares by the Company, as the Placing Shares will be allotted and issued pursuant to the General Mandate granted to the Directors by a resolution of the Shareholders passed at the 2023 AGM, under which the Directors may allot and issue up to 12,000,000 new Shares (representing 20% of the total number of the issued Shares as at the date of the passing of the resolution at the 2023 AGM).

An application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Placing Shares on the Stock Exchange. The Company shall comply with CSRC Rules and complete the CSRC Filings in connection with the Placing.

As Completion is subject to the satisfaction (or waiver) of certain conditions precedent under the Placing Agreement and the Placing is on a best effort basis, the Placing may or may not proceed. Shareholders and potential investors of the Company are reminded to exercise caution when dealing in the Shares.

The Board announces that on 21 May 2025 (before trading hours), the Company entered into the Placing Agreement with the Placing Agent, pursuant to which the Placing Agent has conditionally agreed, as the Company’s placing agent, to procure, on a best effort basis, not less than six Placees, who and whose ultimate beneficial owners (where applicable) will be Independent Third Parties, to subscribe for up to a maximum of 3,000,000 Placing Shares at the Placing Price of HK$40.00 per Placing Share.

– 2 –

---

The principal terms of the Placing Agreement are set out below:

THE PLACING AGREEMENT

Date

21 May 2025 (before trading hours)

Parties to the Placing Agreement

(1) The Company; and
(2) The Placing Agent.

Placing Agent

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, the Placing Agent and its ultimate beneficial owner(s) are Independent Third Parties.

Placees

The Placing Shares are expected to be placed to not less than six Placees, who, together with their respective ultimate beneficial owners, are third parties independent of, and not connected with, the Company and the connected persons of the Company.

It is expected that none of the Placees will become a substantial shareholder (as defined in the Listing Rules) of the Company immediately after the Completion.

Placing Shares

Assuming that there will be no change in the number of issued Shares between the date of this announcement and the Completion Date, the maximum number of 3,000,000 Placing Shares under the Placing represents 20% of the number of existing issued H Shares and 5% of the number of existing issued Shares as at the date of this announcement, and 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. The aggregate nominal value of the Placing Shares to be allotted and issued will be RMB3,000,000.

• 3 -

---

Placing Price

The Placing Price of HK$40.00 per Placing Share represents:

(a) a discount of approximately 10.41% to the closing price of HK$44.65 per H Share as quoted on the Stock Exchange on 20 May 2025, being the date on which the Placing Price was fixed; and

(b) a discount of approximately 11.39% to the average closing price of HK$45.14 per H Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to 20 May 2025, being the date on which the Placing Price was fixed.

The Placing Price was determined and negotiated on an arm’s length basis between the Company and the Placing Agent and with reference to the market conditions and the prevailing market price of the Shares. The Directors consider that the Placing Price is fair and reasonable and the Placing is in the interest of the Company and the Shareholders as a whole.

Conditions of the Placing

The Completion of the Placing is conditional upon the following conditions being fulfilled (or waived):

(a) the Approval having been obtained and not having been subsequently revoked prior to the delivery of the definitive share certificate(s) representing the Placing Shares;

(b) approvals, permissions, actions, authorisations and filings required (including but not limited to prior approvals from competent PRC regulatory authorities, including but not limited to the approvals from the CSRC) for the performance by the Company of its obligations under the Placing Agreement and the matters contemplated by the Placing Agreement have been obtained and are in full force and effect; and

(c) the Company’s representations and warranties made pursuant to the Placing Agreement being true and accurate and not misleading as of the date of the Placing Agreement and the Completion Date.

• 4 -

---

An application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Placing Shares on the Stock Exchange in connection with the fulfillment of the conditions of the Placing Agreement and effecting the Placing.

If any of the above conditions is not fulfilled on or before 4:00 p.m. on 28 May 2025, or such later date as the parties to the Placing Agreement may agree in writing, the Placing Agreement shall be terminated, and all rights, obligations and liabilities of the Company and the Placing Agent in relation to the Placing shall cease and determine and they shall both be released from all their respective obligations pursuant to the Placing Agreement and neither party shall have any claim against the other party for costs, damages, compensation or otherwise arising under the Placing Agreement, save and except for any antecedent breaches of the Placing Agreement.

Completion

The Completion shall take place on the Completion Date subject to fulfillment (or waiver) of the conditions set out above.

Lock-up Undertaking

The Company has undertaken to the Placing Agent that it will not allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares or any interests in Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to any Shares or interest in Shares during the period from the date of the Placing Agreement up to 90 days after the Completion Date, unless the prior written consent of the Placing Agent having been obtained, other than pursuant to:

(a) any exercise of any convertible notes or warrants or options in issue at the date of the Placing Agreement or any other conversion or subscription rights existing as at the date of the Placing Agreement;

(b) exercise of any share options granted pursuant to the share option scheme of the Company adopted pursuant to the Listing Rules as at the date of the Placing Agreement;

(c) exercise of any restricted share units granted pursuant to the restricted share unit scheme of the Company adopted pursuant to the Listing Rules as at the date of the Placing Agreement;

• 5 -

---

(d) any scrip dividend scheme; or
(e) any allotment and issue of the Placing Shares pursuant to the Placing Agreement;

and the Company will not agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transactions described above.

Ranking of the Placing Shares

The Placing Shares will rank, upon allotment and issue, pari passu in all respects with each other, among themselves and with the other Shares in issue on the date of allotment and issue of the Placing Shares.

GENERAL MANDATE TO ALLOT AND ISSUE THE PLACING SHARES

No Shareholders' approval is required for the Placing and the allotment and issue of the Placing Shares by the Company, as the Placing Shares will be allotted and issued pursuant to the General Mandate granted to the Directors by a resolution of the Shareholders passed at the 2023 AGM, under which the Directors may allot and issue up to 12,000,000 new Shares (representing 20% of the total number of the issued Shares as at the date of the passing of the resolution at the 2023 AGM).

As at the date of this announcement and immediately prior to entering into the Placing Agreement, the Company has not issued any Shares under the General Mandate.

APPLICATION FOR LISTING OF THE PLACING SHARES

An application will be made by the Company to the Stock Exchange for the listing of, and the permission to deal in, the Placing Shares on the Stock Exchange.

The Placing is conditional upon, among other things, the Stock Exchange granting the listing of, and permission to deal in, the Placing Shares.

CSRC FILINGS

The Company shall comply with CSRC Rules and complete the CSRC Filings in connection with the Placing.

• 6 -

---

REASONS FOR AND BENEFITS OF THE PLACING AND USE OF PROCEEDS

The Company is a joint stock company established under the laws of the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange. The Group is principally engaged in research, development and sale of high-performance analog integrated circuit design products.

Assuming all the Placing Shares are fully placed and subject to the Completion, it is expected that the maximum gross proceeds and net proceeds (after deducting the Placing commission and other relevant costs and expenses of the Placing) from the Placing will be approximately HK$120.00 million and HK$116.58 million, respectively. On such basis, the net issue price will be approximately HK$38.86 per Placing Share.

The net proceeds from the Placing are intended to be used 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 Directors have considered various ways of raising funds and believe that the Placing represents an opportunity to raise capital for the Company while broadening its Shareholders and capital base. The Directors are of the view that the Placing would reduce the Group's overall bank borrowings and strengthen the financial position of the Group.

In view of the above, the Directors consider that the terms of the Placing Agreement and the transactions contemplated thereunder (including the Placing, the Placing Price and the Placing commission payable to the Placing Agent) are fair and reasonable and with reference to the prevailing market conditions. The Placing and the entry into of the Placing Agreement are in the interest of the Company and the Shareholders as a whole.

• 7 -

---

EFFECTS OF THE PLACING ON SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out a summary of the shareholding structure of the Company (i) as at the date of this announcement; and (ii) immediately upon the Completion (assuming the maximum number of Placing Shares are placed and there is no change in the number of issued Shares from the date of this announcement up to the Completion Date).

Name of Shareholder	(i) As of the date of this announcement		(ii) Immediately upon the Completion (assuming the maximum number of Placing Shares are placed and there is no change in the number of issued Shares from the date of this announcement up to the Completion Date)
	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
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

• 8 -

---

• 9 -

EQUITY FUND RAISING ACTIVITY OF THE COMPANY DURING THE PAST TWELVE MONTHS

The Company has not conducted any equity fund raising activities in the past 12 months immediately preceding the date of this announcement.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following expressions shall have the following meanings.

"2023 AGM"
the annual general meeting of the Company for the year ended 31 December 2023 held on 21 June 2024

"Approval"
the granting by the Listing Committee of listing of, and permission to deal in, all of the Placing Shares on the Stock Exchange

"associate(s)"
has the meaning ascribed thereto under the Listing Rules

"Board"
the board of Directors

"Business Day(s)"
a day (excluding Saturdays, Sundays and public holidays and a day on which typhoon signal no. 8 or a black rainstorm warning is hoisted at any time in Hong Kong) on which banks are generally open for business in Hong Kong and in the PRC

"Company"
BaTeLab Co., Ltd. (蘇州貝克微電子股份有限公司), a joint stock company established in the PRC with limited liability whose H Shares are listed on the Stock Exchange

"Completion"
the completion of the Placing in accordance with the terms and conditions set out in the Placing Agreement

"Completion Date"
a date falling within two (2) Business Days after the date upon which the Approval has been granted but in any event no later than 28 May 2025, or such other date as may be agreed in writing between the Placing Agent and the Company

---

“connected person(s)” has the meaning ascribed thereto under the Listing Rules

“CSRC” China Securities Regulatory Commission (中國證券監督管理委員會)

“CSRC Archive Rules” Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies jointly issued by the CSRC, Ministry of Finance of the People’s Republic of China, National Administration of State Secrets Protection, and National Archives Administration of the PRC (effective from 31 March 2023), as amended, supplemented or otherwise modified from time to time

“CSRC Filings” the CSRC Filing Report and any relevant supporting materials to be filed with the CSRC

“CSRC Filing Report” the filing report in relation to the Placing and any transactions contemplated by this Agreement to be filed with the CSRC

“CSRC Filing Rules” the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies issued by the CSRC and supporting guidelines issued by the CSRC (effective from 31 March 2023), as amended, supplemented or otherwise modified from time to time

“CSRC Rules” the CSRC Archive Rules and the CSRC Filing Rules

“Director(s)” the director(s) of the Company

“General Mandate” the general mandate granted by the Shareholders at the 2023 AGM, pursuant to which the Directors were authorised to allot, issue and deal with new Shares not exceeding 20% of the total number of the issued Shares as at the date of passing the resolution, being a total of 12,000,000 Shares

“Group” collectively, the Company and its subsidiaries

• 10 -

---

• 11 -

“HK$” or “Hong Kong dollars”
Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”
Hong Kong Special Administrative Region of the PRC

“H Share(s)”
the ordinary Share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Stock Exchange and are traded in Hong Kong dollars

“Independent Third Party(ies)”
third party(ies) independent of and not connected with the Company and its connected persons and is not acting in concert (as defined in the Takeovers Code) with any of the connected persons of the Company or any of their respective associates (as defined under the Listing Rules)

“Listing Committee”
the listing committee of the Stock Exchange

“Listing Rules”
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“Material Adverse Effect”
a material adverse effect on the condition, financial, trading position or otherwise, or the earnings, business affairs or prospects (whether or not arising in the ordinary course of business) of the Group as a whole or which is material in the context of the Placing

“Placee(s)”
any professional, institutional or other investors who are Independent Third Parties, with whom the Placing Agent or its sub-agent(s) procure(s) to subscribe for any of the Placing Shares pursuant to the Placing Agreement

“Placing”
the placing of the Placing Shares, on a best effort basis, by the Placing Agent to the Placees on the terms and subject to the conditions set out in the Placing Agreement

---

• 12 -

"Placing Agent"
Guotai Junan Securities (Hong Kong) Limited, a licensed corporation to carry on business in Type 1 (dealing in securities), Type 2 (dealing in futures contracts) and Type 4 (advising on securities) regulated activities under the SFO

"Placing Agreement"
the conditional placing agreement entered into between the Company and the Placing Agent dated 21 May 2025 in relation to the Placing under the General Mandate

"Placing Price"
the price of HK$40.00 per Placing Share

"Placing Share(s)"
up to 3,000,000 new H Shares to be allotted and issued pursuant to the terms and conditions of the Placing Agreement which will rank pari passu in all respects with the Shares in issue as at the date of allotment of the Placing Shares

"PRC"
the People's Republic of China which, for the purpose of this announcement, shall exclude Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"RMB"
Renminbi, the lawful currency of the PRC

"SFO"
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)"
collectively, the Unlisted Domestic Share(s) and the H Share(s)

"Shareholder(s)"
holder(s) of the Share(s)

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

---

"substantial shareholder" has the meaning ascribed thereto under the Listing Rules

"Takeovers Code" The Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong

"trading day" a day on which the Stock Exchange is open for the trading of securities

"Unlisted Domestic Share(s)" the ordinary Shares in the share capital of the Company with a nominal value of RMB1.00 each, issued by domestic enterprises but not listed or quoted on any domestic trading venues

"%" per cent

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

Suzhou, the PRC
21 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.

• 13 -