AI assistant
RoboSense Technology Co., Ltd — AGM Information 2026
Apr 24, 2026
50628_rns_2026-04-24_7b6447eb-9194-4d5a-946e-82ec56ad01e2.pdf
AGM Information
Open in viewerOpens in your device viewer
THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in RoboSense Technology Co., Ltd, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
==> picture [82 x 66] intentionally omitted <==
ROBOSENSE TECHNOLOGY CO., LTD 速騰聚創科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2498)
PROPOSED RE-ELECTION OF DIRECTORS AND
PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING
The notice convening the Annual General Meeting of RoboSense Technology Co., Ltd to be held at 23/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on Thursday, June 18, 2026 at 10:30 a.m. is set out in this circular.
Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. no later than 10:30 a.m. on Tuesday, June 16, 2026) or the adjourned meeting (as the case may be). For the avoidance of doubt and for the purpose of the Listing Rules, holders of Treasury Shares (if any) shall abstain from voting at the Company’s general meetings. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.
This circular together with the form of proxy are also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https://ir.robosense.ai).
April 24, 2026
CONTENTS
| Page | ||
|---|---|---|
| Definitions | . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| Letter from the Board | ||
| 1. | Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 4 |
| 2. | Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
| 3. | Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . . . . . | 5 |
| 4. | Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . | 6 |
| 5. | Proposed Re-appointment of the Auditor of the Company . . . . . . . . . . . . . . . . . | 7 |
| 6. | Annual General Meeting and Proxy Arrangement. . . . . . . . . . . . . . . . . . . . . . . . | 7 |
| 7. | Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
| 8. | Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 8 |
| Appendix I | – Details of the Directors Proposed to be Re-elected |
|
| at the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 9 | |
| Appendix II – Explanatory Statement on the Share Repurchase Mandate. . . . . . . . . |
14 | |
| Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 18 |
– i –
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
“Annual General Meeting”
the annual general meeting of the Company to be held at 23/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on Thursday, June 18, 2026 at 10:30 a.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 18 to 22 of this circular, or any adjournment thereof
- “Articles of Association”
the eighth amended and restated memorandum and articles of association of the Company currently in force
“Board”
the board of Directors
- “close associate(s)”
has the meaning ascribed to it under the Listing Rules
“Company”
RoboSense Technology Co., Ltd(速騰聚創科技有限公 司), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange
“core connected person(s)”
has the meaning ascribed to it under the Listing Rules
“Director(s)”
the director(s) of the Company
“Group”
the Company and its subsidiaries from time to time
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Issuance Mandate”
a general mandate proposed to be granted to the Directors to allot, issue or deal with additional Shares (including any sale or transfer of Treasury Shares) of not exceeding 20% of the total number of issued shares (excluding Treasury Shares, if any) of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting
– 1 –
DEFINITIONS
“Latest Practicable Date” April 22, 2026, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular “Listing” the listing of the Shares on the Main Board of the Stock Exchange “Listing Date” January 5, 2024, the date on which the Shares are listed on the Main Board of the Stock Exchange “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time “Nomination Committee” the nomination committee of the Company “PRC” or “China” the People’s Republic of China, which, for the purpose of this circular and for geographical reference only, excludes Hong Kong, Macau Special Administrative Region and Taiwan “Remuneration Committee” the remuneration committee of the Company “RMB” Renminbi, the lawful currency of the PRC “Share(s)” ordinary share(s) of USD0.0001 each in the issued capital of the Company or if there has been a subsequent subdivision, consolidation, reclassification or reconstruction of the share capital of the Company, shares forming part of the ordinary equity share capital of the Company
“Share Repurchase Mandate” a general mandate proposed to be granted to the Directors to buy back Shares on the Stock Exchange of not exceeding 10% of the total number of issued shares (excluding Treasury Shares, if any) of the Company as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting
“Shareholder(s)” “Stock Exchange”
holder(s) of Share(s)
The Stock Exchange of Hong Kong Limited
– 2 –
DEFINITIONS
“Takeovers Code” The Code on Takeovers and Mergers and Share Buy-backs approved by the Securities and Futures Commission of Hong Kong as amended from time to time “Treasury Shares” has the meaning ascribed to it under the Listing Rules as amended from time to time
References to time and dates in this circular refer to Hong Kong time and dates.
– 3 –
LETTER FROM THE BOARD
==> picture [82 x 66] intentionally omitted <==
ROBOSENSE TECHNOLOGY CO., LTD 速騰聚創科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2498)
Executive Directors:
Dr. Qiu Chunxin (Chairman of the Board and Chief Scientist) Mr. Liu Letian (Chief Technology Officer) Mr. Qiu Chunchao (Chief Executive Officer)
Non-executive Director:
Dr. Zhu Xiaorui (Scientific Advisor)
Independent Non-executive Directors:
Mr. Liu Ming Mr. Ng Yuk Keung Ms. Yang Rixin
Registered Office:
Maples Corporate Services Limited PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands
Head Office and Principal Place of Business in the PRC: Building 9 Zhongguan Honghualing Industry Southern District 1213 Liuxian Avenue, Taoyuan Street Nanshan District, Shenzhen, PRC
Principal Place of Business in Hong Kong: Room 1912, 19/F, Lee Garden One 33 Hysan Avenue Causeway Bay, Hong Kong
April 24, 2026
To the Shareholders
Dear Sir/Madam,
PROPOSED RE-ELECTION OF DIRECTORS AND
PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting relating to (i) the proposed reelection of Directors; (ii) the granting of the Share Repurchase Mandate to the Directors; (iii) the granting of the Issuance Mandate to the Directors; (iv) the extension of the Issuance Mandate to include Shares repurchased pursuant to the Share Repurchase Mandate; and (v) the proposed reappointment of the auditor of the Company to be held on Thursday, June 18, 2026.
– 4 –
LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF DIRECTORS
In accordance with Article 26.3 of the Articles of Association, any Director appointed by the Board to fill a vacancy or as an additional Director shall hold office only until the first annual general meeting of the Company after such Director’s appointment and shall then be eligible for re-election at that meeting. Accordingly, the Company’s independent non-executive Directors (the “ INED(s) ”), namely Ms. Yang Rixin (whose appointment by the Board became effective on July 30, 2025) shall hold office until the Annual General Meeting and shall be eligible for re-election.
In accordance with Article 26.4 of the Articles of Association, at every annual general meeting of the Company one-third of the Directors for the time being (or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement by rotation at least once every three years, and that any Director who is required to stand for re-election pursuant to Article 26.3 of the Articles of Association shall not be taken into account in determining the number of Directors and which Directors are to be retired by rotation. Accordingly, Mr. Liu Ming and Mr. Ng Yuk Keung, being independent non-executive Directors of the Company, shall retire by rotation at the Annual General Meeting. All of the above retiring Directors, being eligible, have offered themselves for re-election as Director at the Annual General Meeting.
The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, industry knowledge, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company’s Board Diversity Policy and Director Nomination Procedures and the Company’s corporate strategies. Each of the retiring Directors has remained responsible for his performance functions and discharged his duties to the Company through active participation on the Board and by bringing balance of views as well as knowledge, experience and expertise. The Nomination Committee and the Board therefore recommended the reelection of all the retiring Directors who are due to retire at the Annual General Meeting.
Details of the Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.
3. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES
The Directors have been granted a general mandate to repurchase Shares by the resolutions of the Shareholders of the Company dated June 24, 2025. Such mandate will lapse at the conclusion of the Annual General Meeting.
– 5 –
LETTER FROM THE BOARD
In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares (excluding Treasury Shares, if any) of the Company as at the date of passing of the proposed ordinary resolution contained in item 4 of the notice of the Annual General Meeting (i.e. a total of 47,220,035 Shares on the basis that no further Shares are issued or repurchased by the Company before the Annual General Meeting).
The Share Repurchase Mandate, if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Share Repurchase Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws; or (iii) the date on which the authority set out in the Share Repurchase Mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever occurs first.
An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.
4. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES
The Directors have been granted a general mandate to issue Shares by the resolutions of the Shareholders of the Company dated June 24, 2025. Such mandate will lapse at the conclusion of the Annual General Meeting.
In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue or deal with additional Shares (including any sale or transfer of Treasury Shares) or securities convertible into shares of the Company, or options, warrants or similar rights to subscribe for shares of the Company or such convertible securities of the Company of not exceeding 20% of the total number of issued Shares (excluding Treasury Shares, if any) of the Company as at the date of passing of the proposed ordinary resolution contained in item 5 of the notice of the Annual General Meeting (i.e. a total of 94,440,070 Shares on the basis that no further Shares are issued or repurchased by the Company before the Annual General Meeting). In addition, an ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be proposed at the Annual General Meeting provided that such additional amount shall represent up to 10% of the number of issued Shares (excluding Treasury Shares, if any) as at the date of passing the resolutions in relation to the Issuance Mandate and Share Repurchase Mandate.
– 6 –
LETTER FROM THE BOARD
The Issuance Mandate (and the extended Issuance Mandate), if granted, shall continue to be in force during the period from the date of passing of the resolutions for the approval of the Issuance Mandate (and the extended Issuance Mandate) up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws; or (iii) the date on which the authority set out in the Issuance Mandate or the extended Issuance Mandate (as the case may be) is revoked or varied by an ordinary resolution of the Shareholders in general meeting, whichever occurs first.
5. PROPOSED RE-APPOINTMENT OF THE AUDITOR OF THE COMPANY
The Board proposes to re-appoint PricewaterhouseCoopers as the independent auditor of the Company for the year ending December 31, 2026 and to hold the office until the conclusion of the next annual general meeting of the Company. A resolution will also be proposed to authorize the Board to fix the auditor’s remuneration for the ensuring year. PricewaterhouseCoopers have indicated their willingness to the re-appointed as auditor of the Company for the said period.
The estimated audit fee agreed with PricewaterhouseCoopers for the audit services for the year 2026 was within the range of RMB4,500,000 to RMB6,500,000, which was determined based on complexity and business plan of the Group, expected audit scope, audit timetable and auditor’s resources required.
6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 18 to 22 of this circular.
Pursuant to Rule 13.39(4) of the Listing Rules and Article 19.7 of the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.
– 7 –
LETTER FROM THE BOARD
A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (https://ir.robosense.ai). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon, and, together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. no later than 10:30 a.m. on Tuesday, June 16, 2026) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.
7. CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Monday, June 15, 2026 to Thursday, June 18, 2026, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, June 12, 2026.
Shareholders whose names appear on the register of members of the Company on Thursday, June 18, 2026 are entitled to attend and vote at the Annual General Meeting or any adjourned meetings.
8. RECOMMENDATION
The Directors consider that the proposed re-election of retiring Directors, the proposed granting of the Share Repurchase Mandate and the Issuance Mandate (including the extension of the Issuance Mandate), and the proposed re-appointment of auditor of the Company are in the interests of the Company and its Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.
Yours faithfully,
By order of the Board
RoboSense Technology Co., Ltd Dr. Qiu Chunxin
Chairman of the Board, Executive Director and Chief Scientist
– 8 –
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.
(1) MR. LIU MING
Mr. Liu Ming(劉民), aged 55, was appointed as an independent non-executive Director on and with effect from February 9, 2024. He is responsible for supervising and providing independent judgment to the Board and serving as members of the Remuneration Committee and the Audit Committee.
Mr. Liu served as an assistant professor at the Department of Systems Engineering and Engineering Management of the Chinese University of Hong Kong from August 1996 to August 1999, and a tenured professor at the Department of Finance of the Chinese University of Hong Kong since August 1999 till now. He served as an associate professor at the University of Missouri Columbia from August 2001 to August 2003, and served as an associate director of Shenzhen Finance Institute, CUHK(SZ)(深圳高等金融研究院(香港中文大學(深圳)高等金融研究院)) from January 2017 to June 2020. He has also served as the director of the EMBA program of the Chinese University of Hong Kong since August 2021.
He served as an independent director of Sichuan Jinding (Group) Co., Ltd.(四川金頂(集 團)股份有限公司), a company listed on the Shanghai Stock Exchange (stock code: 600678) from June 2017 to April 2023, an independent director of Shenzhen Ecobeauty Co., Ltd.(深圳美 麗生態股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 000010) from January 2019 to May 2022. He has also served as an independent director of CR Yuanta Fund Management Co., Ltd.(華潤元大基金管理有限公司) since March 2019, China Development Bank Financial Leasing Co., Ltd.(國銀金融租賃股份有限公司), a company listed on the Stock Exchange (stock code: 1606) since August 2023 and Wuxi Hejing Technology Company Limited (無錫和晶科技股份有限公司), a company listed on the Shenzhen Stock Exchange (stock code: 300279) since January 2025.
Mr. Liu obtained a bachelor’s degree in engineering management from the University of Science and Technology of China(中國科學技術大學) in July 1989, a master’s degree in statistics from Duke University, the U.S., in June 1995 and a doctoral degree in economics from Duke University, the U.S., in June 1996. Mr. Liu obtained the qualification certificate as independent director from the Shanghai Stock Exchange in April 2017.
Save as disclosed above, Mr. Liu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
– 9 –
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Liu has entered into a letter of appointment with the Company for an initial term commencing from February 9, 2024 until the third annual general meeting of the Company since the Listing Date (subject always to re-election as and when required under the Memorandum and Articles of Association). Either party has the right to give not less than one month’s written notice to terminate the agreement. Mr. Liu is also subject to retirement by rotation and re-election at annual general meetings in accordance with the Listing Rules.
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Liu does not have any relationships with other Directors, senior management or substantial Shareholders (as defined in the Listing Rules) of the Company.
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Liu was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Mr. Liu is entitled to a director’s fee of RMB250,000 per annum, which has been determined with reference to the recommendation of the Remuneration Committee based on his qualifications, experience and the prevailing market conditions.
Save as disclosed above, there is no other information which is discloseable nor is/was Mr. Liu involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Liu that need to be brought to the attention of the Shareholders.
(2) MR. NG YUK KEUNG
Mr. Ng Yuk Keung(吳育強), aged 61, was appointed as an independent non-executive Director on June 28, 2023, with effect from the Listing Date. He is responsible for supervising and providing independent judgment to the Board. He serves as the chairman of the Audit Committee and a member of the Nomination Committee.
– 10 –
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Mr. Ng has ample experience acting as an independent non-executive director of listed companies. He is currently and has been an independent non-executive director of E-Commodities Holdings Limited, a company listed on the Stock Exchange (stock code:1733, formerly known as Winsway Enterprises Holdings Limited and Winsway Coking Coal Holdings Limited) since June 2010. Previously, he was an independent non-executive director of Xinjiang Xinxin Mining Industry Co., Ltd. (stock code: 3833) from February 2007 to October 2011, Zhongsheng Group Holdings Limited (stock code: 881) from October 2009 to September 2016, and Sany Heavy Equipment International Holdings Company Limited (stock code: 631) from November 2009 to May 2025, each of which is a company listed on the Stock Exchange. He was also an independent nonexecutive director of Beijing Capital Land Ltd. (previously listed on the Stock Exchange with the stock code of 2868, and is currently delisted) from December 2008 to April 2016.
Mr. Ng also has solid experience in accounting and financial management matters in listed companies. From November 2004 to August 2006, he worked in IRICO Group New Energy Company Limited(彩虹集團新能源股份有限公司)(formerly known as IRICO Group Electronics Company Limited(彩虹集團電子股份有限公司), a company listed on the Stock Exchange (stock code: 438)) where he served as the deputy chief financial officer, the joint company secretary and the qualified accountant. From September 2006 to March 2010, he was the chief financial officer, the company secretary and the qualified accountant of China Huiyuan Juice Group Limited (previously listed on the Stock Exchange with the stock code of 1886, and is currently delisted). From March 2010 to July 2012, he was the executive director, chief financial officer and the company secretary of China NT Pharma Group Company Limited, a company listed on the Stock Exchange (stock code: 1011). Mr. Ng worked in Kingsoft Corporation Limited, a company listed on the Stock Exchange (stock code: 3888) for ten years, where he served as the chief financial officer from July 2012 to July 2022 and an executive director from March 2013 to May 2022.
Mr. Ng obtained a bachelor’s degree in social sciences in 1988 and a master’s degree of science in global business management and e-commerce in 2022 from The University of Hong Kong. He is a fellow member of The Association of Chartered Certified Accountants, The Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Accountants in England and Wales.
Save as disclosed above, Mr. Ng has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
– 11 –
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
APPENDIX I
Mr. Ng has entered into an appointment letter with the Company on December 7, 2023. The initial term for their appointment letters shall be from the Listing Date until the third annual general meeting of the Company since the Listing Date (subject always to re-election as and when required under the Memorandum and Articles of Association). Either party has the right to give not less than one month’s written notice to terminate the agreement.
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Ng does not have any relationships with other Directors, senior management or substantial Shareholders (as defined in the Listing Rules) of the Company.
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Ng was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Mr. Ng is entitled to a director’s fee of RMB250,000 per annum, which has been determined with reference to the recommendation of the Remuneration Committee based on his qualifications, experience and the prevailing market conditions.
Save as disclosed above, there is no other information which is discloseable nor is/was Mr. Ng involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Ng that need to be brought to the attention of the Shareholders.
(3) MS. YANG RIXIN
Ms. Yang Rixin(楊日昕), aged 54, was appointed as an independent non-executive Director on July 30, 2025. She is responsible for supervising and providing independent judgment to the Board. She serves as the chairman of the Remuneration Committee and a member of the Nomination Committee.
Ms. Yang had extensive experience in the finance and wealth management industries. She worked as a general manager in sales and trading in the East China region of Everbright Securities Company Limited(光大證券股份有限公司), a company listed on the Stock Exchange (stock code: 6178) from December 2000 to November 2011, a general manager of the wealth management division of Huatai Securities Co., Ltd.(華泰證券股份有限公司), a company listed on the Stock Exchange (stock code: 6886) and the Shanghai Stock Exchange (stock code: 601688) from November 2011 to April 2014, and a vice president of Zhongshan Securities Co., Ltd.(中山證券有 限責任公司) from May 2014 to October 2024.
– 12 –
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Ms. Yang obtained an executive master of business administration from Harbin Institute of Technology(哈爾濱工業大學) in China in October 2000, and a doctorate degree in finance and management from University of Geneva in Switzerland in July 2020.
Save as disclosed above, Ms. Yang has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Ms. Yang has entered into a letter of appointment with the Company for an initial term of three years commencing from July 30, 2025 (subject always to re-election as and when required under the Memorandum and Articles of Association of the Company). Either party has the right to give not less than one month’s written notice to terminate the agreement.
As far as the Directors are aware, as at the Latest Practicable Date, Ms. Yang does not have any relationships with other Directors, senior management or substantial Shareholders (as defined in the Listing Rules) of the Company.
As far as the Directors are aware, as at the Latest Practicable Date, Ms. Yang was not interested or deemed to be interested in any Shares or underlying Shares of the Company or its associated corporations pursuant to Part XV of the SFO.
Ms. Yang is entitled to a director’s fee of RMB250,000 per annum, which has been determined with reference to the recommendation of the Remuneration Committee based on her qualifications, experience and the prevailing market conditions.
Save as disclosed above, there is no other information which is discloseable nor is/was Ms. Yang involved in any of the matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Yang that need to be brought to the attention of the Shareholders.
– 13 –
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
APPENDIX II
The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.
1. SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 472,200,353 Shares (excluding Treasury Shares).
Subject to the passing of the ordinary resolution set out in item 4 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, i.e. being 472,200,353 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total of 47,220,035 Shares, representing 10% of the total number of Shares (excluding Treasury Shares, if any) in issue as at the date of the Annual General Meeting.
2. REASONS FOR SHARE REPURCHASE
The Directors believe that the granting of the Share Repurchase Mandate is in the interests of the Company and the Shareholders. The Share Repurchase Mandate can give the Company additional flexibility as such Share buy-back may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a buy-back will benefit the Company and the Shareholders.
With effect from June 11, 2024, the Listing Rules has been amended to introduce flexibility for listed companies to cancel shares repurchased and/or hold repurchased shares as Treasury Shares. Following such changes to the Listing Rules take effect, if the Company repurchases Shares pursuant to the Share Repurchase Mandate, the Company may (i) cancel the repurchased Shares and/or (ii) hold such Shares as Treasury Shares following settlement of such repurchase, subject to market conditions and the capital management needs of the Company at the relevant time such repurchases of Shares are made.
For any Treasury Shares deposited with Central Clearing and Settlement System (“ CCASS ”) pending resale on the Stock Exchange, the Company shall (i) procure its broker not to give any instructions to Hong Kong Securities Clearing Company to vote at general meetings of the Company for the Treasury Shares deposited with CCASS; and (ii) in the case of dividends or distributions, withdraw the Treasury Shares from CCASS, and either re-register them in its own name as Treasury Shares or cancel them, in each case before the record date for the dividends or distributions, or take any other measures to ensure that it will not exercise any shareholders’ rights or receive any entitlements which would otherwise be suspended under the applicable laws if those Shares were registered in its own name as Treasury Shares.
– 14 –
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
APPENDIX II
3. FUNDING OF SHARE REPURCHASE
The Company may only apply funds legally available for share repurchase in accordance with its Articles of Association, the Listing Rules, the applicable laws of the Cayman Islands and/or any other applicable laws, as the case may be.
4. IMPACT OF SHARE REPURCHASE
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended December 31, 2025) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
5. MARKET PRICES OF SHARES
The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:
| Month | Highest | Lowest |
|---|---|---|
| HK$ | HK$ | |
| 2025 | ||
| April | 41.00 | 25.40 |
| May | 41.65 | 33.50 |
| June | 35.30 | 29.70 |
| July | 34.80 | 30.20 |
| August | 40.98 | 29.26 |
| September | 46.50 | 36.28 |
| October | 44.22 | 33.68 |
| November | 35.28 | 30.00 |
| December | 38.48 | 30.86 |
| 2026 | ||
| January | 41.46 | 33.22 |
| February | 39.80 | 32.58 |
| March | 36.26 | 31.50 |
| April (up to and including the Latest Practicable Date) | 37.78 | 33.00 |
– 15 –
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
APPENDIX II
6. GENERAL
As of the Latest Practicable Date, to the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) had any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
As of the Latest Practicable Date, the Company had not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
The Directors will exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands.
The Company has confirmed that neither the explanatory statement nor the proposed share repurchase has any unusual features.
7. EFFECT OF TAKEOVERS CODE
If as a result of a buy-back of Shares pursuant to the Share Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
To the best knowledge of the Company, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the proposed Share Repurchase Mandate.
The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.
– 16 –
APPENDIX II EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
8. SHARE REPURCHASE MADE BY THE COMPANY IN PREVIOUS SIX MONTHS
During the six months preceding the Latest Practicable Date, the Company has repurchased a total of 613,000 Shares on the Stock Exchange and the details of the share repurchases are set out below:
| Date of Repurchase October 17, 2025 November 26, 2025 Total |
Number of Shares Repurchased Highest Price Per Share Lowest Price Per Share HK$ HK$ 290,000 34.5 33.84 323,000 31.2 30.72 613,000 |
|---|---|
– 17 –
NOTICE OF ANNUAL GENERAL MEETING
==> picture [82 x 66] intentionally omitted <==
ROBOSENSE TECHNOLOGY CO., LTD 速騰聚創科技有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2498)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of RoboSense Technology Co., Ltd (the “ Company ”) will be held at 23/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on Thursday, June 18, 2026 at 10:30 a.m. (the “ Annual General Meeting ”) (or any adjournment thereof) for the following purposes:
ORDINARY RESOLUTIONS
-
To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors of the Company (the “ Director(s) ”) and auditor of the Company for the year ended December 31, 2025.
-
(i) To re-elect Mr. Liu Ming as an independent non-executive Director;
-
(ii) To re-elect Mr. Ng Yuk Keung as an independent non-executive Director;
-
(iii) To re-elect Ms. Yang Rixin as an independent non-executive Director; and
-
(iv) To authorize the board of directors of the Company (the “ Board ”) to fix the remuneration of the Directors.
-
To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorize the Board to fix their remuneration.
– 18 –
NOTICE OF ANNUAL GENERAL MEETING
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“ THAT :
-
(a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;
-
(b) the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares (excluding Treasury Shares (which shall have the meaning ascribed to it under the Listing Rules), if any) of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
-
(c) for the purposes of this resolution, “ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:
-
(i) the conclusion of the next annual general meeting of the Company;
-
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
-
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.”
-
-
To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“ THAT :
- (a) subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to allot, issue and deal with additional shares (including any sale or transfer of Treasury Shares) in the capital of the Company or securities convertible into shares of the Company, or options, warrants or similar rights to subscribe for shares of the Company or such convertible securities of the Company and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;
– 19 –
NOTICE OF ANNUAL GENERAL MEETING
-
(b) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
-
(i) a Rights Issue (as defined below);
-
(ii) the grant or exercise of options or the grant or vesting of restricted shares and restricted share units pursuant to the post-IPO share incentive scheme adopted by the Company or similar arrangement of the Company for the time being;
-
(iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company;
-
(iv) a specific authority granted by the Shareholders in general meeting,
shall not exceed 20% of the total number of issued shares (excluding Treasury Shares, if any) of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
- (c) for the purposes of this resolution:
“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:
-
(i) the conclusion of the next annual general meeting of the Company;
-
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
-
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.
– 20 –
NOTICE OF ANNUAL GENERAL MEETING
“ Rights Issue ” means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).”
- To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
“ THAT conditional upon the passing of the resolutions set out in items 4 and 5 of the notice convening this meeting (the “ Notice ”), the general mandate referred to in the resolution set out in item 5 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 4 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares (excluding Treasury Shares, if any) of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution).”
By order of the Board RoboSense Technology Co., Ltd Dr. Qiu Chunxin Chairman of the Board, Executive Director and Chief Scientist
Shenzhen, April 24, 2026
– 21 –
NOTICE OF ANNUAL GENERAL MEETING
Notes:
-
All resolutions at the Annual General Meeting will be taken by poll (except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and articles of association of the Company. The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) and the Company (https://ir.robosense.ai).
-
Any shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or, if he/she holds two or more shares, proxy(ies) to attend and vote instead of him/her. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every shareholder of the Company present in person or by proxy shall be entitled to one vote for each share of the Company held by him/her. Where there are joint holders of any share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Annual General Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding. For the avoidance of doubt and for the purposes of the Listing Rules, holders of treasury shares of the Company (if any) are not entitled to vote at the Company’s general meetings.
-
In order to be valid, a form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for the meeting (i.e. no later than 10:30 a.m. on Tuesday, June 16, 2026) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting if he/she so wishes, and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
-
For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Monday, June 15, 2026 to Thursday, June 18, 2026, both days inclusive, during which period no transfer of shares of the Company will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on Friday, June 12, 2026. Shareholders of the Company whose names appear on the register of members on Thursday, June 18, 2026 are entitled to attend and vote at the Annual General Meeting or any adjourned meetings.
-
References to time and dates in this notice are to Hong Kong time and dates.
As at the date of this notice, the executive Directors are Dr. Qiu Chunxin, Mr. Liu Letian and Mr. Qiu Chunchao; the non-executive Director is Dr. Zhu Xiaorui; and the independent nonexecutive Directors are Mr. Liu Ming, Mr. Ng Yuk Keung and Ms. Yang Rixin.
– 22 –