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RoboSense Technology Co., Ltd Proxy Solicitation & Information Statement 2025
50628_rns_2025-04-28_69e4ea8d-8de7-48a5-ac99-db847b4fd706.pdf
Proxy Solicitation & Information Statement
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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.
robosense
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 Conference Room A, 11/F, Euro Trade Centre, 13-14 Connaught Road, Central, Hong Kong on Friday, June 13, 2025 at 3:00 p.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 3:00 p.m. on Wednesday, June 11, 2025) 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 29, 2025
CONTENTS
Page
Definitions 1
Letter from the Board
- Introduction 4
- Proposed Re-election of Directors 5
- Proposed Granting of General Mandate to Repurchase Shares 5
- Proposed Granting of General Mandate to Issue Shares 6
- Proposed Re-appointment of the Auditor of the Company 7
- Annual General Meeting and Proxy Arrangement. 7
- Closure of Register of Members. 7
- 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 15
Notice of Annual General Meeting 19
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 Conference Room A, 11/F, Euro Trade Centre, 13-14 Connaught Road, Central, Hong Kong on Friday, June 13, 2025 at 3:00 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 19 to 23 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
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DEFINITIONS
"Latest Practicable Date"
April 23, 2025, 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)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
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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.
LETTER FROM THE BOARD
robosense
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. Feng Jianfeng
Mr. Liu Ming
Mr. Ng Yuk Keung
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 29, 2025
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 re-election 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 re-appointment of the auditor of the Company to be held on Friday, June 13, 2025.
LETTER FROM THE BOARD
2. PROPOSED RE-ELECTION OF DIRECTORS
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, Dr. Qiu Chunxin, Mr. Liu Letian and Mr. Qiu Chunchao, being 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 re-election 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 27, 2024. Such mandate will lapse at the conclusion of the Annual General Meeting.
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 47,128,422 Shares on the basis that no further Shares are issued or repurchased by the Company before the Annual General Meeting).
LETTER FROM THE BOARD
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 27, 2024. 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) 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 94,256,844 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.
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.
LETTER FROM THE BOARD
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, 2025 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.
6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
The notice of the Annual General Meeting is set out on pages 19 to 23 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.
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 3:00 p.m. on Wednesday, June 11, 2025) 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 Tuesday, June 10, 2025 to Friday, June 13, 2025, 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 Monday, June 9, 2025.
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LETTER FROM THE BOARD
Shareholders whose names appear on the register of members of the Company on Friday, June 13, 2025 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
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) DR. QIU CHUNXIN
Dr. Qiu Chunxin (邱純鑫), aged 41, is our co-founder, chairman of the Board, executive Director and chief scientist. He was appointed as a Director on June 23, 2021 and was re-designated as an executive Director on June 28, 2023. He is primarily responsible for overseeing the overall strategy, business development and management of the Group and serving as chairman of the Nomination Committee and Environmental, Social and Governance Committee of the Board.
Dr. Qiu has approximately ten years of experience in the LiDAR solutions market. He has been holding directorship in several subsidiaries of the Group, including Suteng Innovation Technology Co., Ltd. (深圳市速騰聚創科技有限公司) (“Shenzhen Suteng”) since August 2014, Optixpan Semiconductors Inc. (深圳市涵光半導體有限公司) (“Optixpan Semiconductors”) since October 2016, Suzhou Xijing MEMS Technology Co., Ltd. (蘇州希景微機電科技有限公司) (“Suzhou Xijing MEMS”) since November 2017, RoboSense Inc. since December 2017, Hong Kong Suteng Innovation Technology Co. Limited (香港速騰聚創科技有限公司) (“Hong Kong Suteng”) since February 2018, Shanghai Lubo Shengshi Information Technology Co., Ltd. (上海路泊盛世信息科技有限公司) (“Shanghai Lubo”) since December 2018, Beijing Surui Consulting Services Co., Ltd. (北京速銳請詢服務有限公司) since June 2021, RoboSense Limited since June 2021, and RoboSense HongKong Limited since July 2021.
Dr. Qiu obtained a bachelor's degree in engineering majoring in automation from Yanshan University (燕山大學) in China in July 2007 and a master's degree and a doctorate degree in control science and engineering from Harbin Institute of Technology (哈爾濱工業大學) in China in January 2010 and July 2014, respectively.
Dr. Qiu was recognized by Human Resource Bureau Nanshan District (深圳市南山區人力資源局) as “High-level Talent” in Nanshan District of Shenzhen (深圳市南山區“領航人才”) in August 2017, by Human Resources and Social Security Administration of Shenzhen Municipality (深圳市人力資源和社會保障局) as High-level Professional in Shenzhen (深圳市高層次專業人才) in November 2017, by MIT Technology Review (a media company founded at the Massachusetts Institute of Technology) as Innovators Under 35 in 2017, and by Hemi Ventures (an institution investing in early stage startups in autonomous vehicles, artificial intelligence applications, robotics, biotech, and other emerging technology sectors) as Top 50 Individuals in Automotive Industry in China (中國出行50人) in 2018. He was also recognized by Sensors Expo & Conference, one of the world's largest gatherings of engineers and scientists involved in the development and deployment of sensor systems, as “Best of Sensors Awards 2019 – Rising Star of the Year”. He was also granted with 2019 China Automotive Electronics Science and Technology Award – Innovative Individual Award (2019年度中國汽車電子科學技術獎創新人物獎). He received Outstanding Contribution to Automotive Tech Award from TU-Automotive in 2020, and the second prize in Guangdong Provincial Technology Invention Award (廣東省技術發明獎) in March 2022.
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save as disclosed above, Dr. Qiu has not held any directorship in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Dr. Qiu has entered into a service contract with the Company pursuant to which he agreed to act as an executive Director with effect from the date of his appointment as a Director 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 three months' written notice to terminate the agreement.
As far as the Directors are aware, as at the Latest Practicable Date, Dr. Qiu is the brother of Mr. Qiu Chunchao, the executive Director. Besides this, Dr. Qiu does not have any other 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, Dr. Qiu was interested or deemed to be interested in 97,082,430 Shares or underlying Shares pursuant to Part XV of the SFO as set out below:
(1) 49,367,683 Shares held by BlackPearl Global Limited, a company incorporated under the laws of the British Virgin Islands which is owned as to 99.9% by BlackPearl Investment Limited and 0.1% by Sunton Global Limited ("Sunton Global"). Sunton Global is wholly owned by Dr. Qiu. BlackPearl Investment Limited is held by TMF (Cayman) Ltd. acting as the trustee of a trust, with Sunton Global and Dr. Qiu as the beneficiaries; and
(2) 97,082,430 Shares jointly held by Dr. Qiu, Dr. Zhu Xiaorui and Mr. Liu Letian by virtue of the concert party confirmation dated April 21, 2023 which formalize and confirm that they have been parties acting in concert in exercising directors' and shareholders' rights of the Group since they become shareholders or directors of the relevant member of the Group (whichever is earlier).
Save as disclosed above, Dr. Qiu does not have any other interest in the Shares within the meaning of Part XV of the SFO.
Dr. Qiu received a director's emoluments of RMB2,133,000 for the year ended December 31, 2024. His remuneration will be determined by the Remuneration Committee on the basis of his duties and responsibilities within the Company from time to time.
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
Save as disclosed above, there is no other information which is discloseable nor is/was Dr. Qiu 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 Dr. Qiu that need to be brought to the attention of the Shareholders.
(2) MR. LIU LETIAN
Mr. Liu Letian (劉樂天), aged 36, is our co-founder, executive Director and chief technology officer. He was appointed as a Director on December 31, 2021 and was re-designated as an executive Director on June 28, 2023. He is primarily responsible for formulating product research and development plan and overseeing the technology advancement of the Group.
Mr. Liu has approximately ten years of experience in the LiDAR solutions market. He has been holding senior membership and directorship in several subsidiaries of the Group, including chief technology officer in Shenzhen Suteng since August 2014, executive director in Tianjin Lubo Shengshi Technology Co., Ltd (天津路泊盛世科技有限公司) since November 2022, a general manager of RoboSense Shenzhen Zhigan Technology Co., Ltd. (深圳速騰智感科技有限公司) since August 2023, a general manager of Optixpan Semiconductors since September 2023.
Mr. Liu obtained a bachelor's degree in automation in July 2010, and a master's degree in control science and engineering in January 2013, each from Harbin Institute of Technology (哈爾濱工業大學) in China.
Mr. Liu won a silver medal in the Creative Robot Competition, the First IEEE International Robot Competition in Robot, Vision and Signal Processing (RVSP), in November 2011, the second prize in Shenzhen Technology Invention Award (深圳市技術發明獎) in December 2020 and the second prize in Guangdong Provincial Technology Invention Award (廣東省技術發明獎) in March 2022. He was also recognized as "High-level Talent" in Nanshan District of Shenzhen (深圳市南山區“領航人才”) in 2021.
Save as disclosed above, Mr. Liu has not held any directorship in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Mr. Liu has entered into a service contract with the Company pursuant to which he agreed to act as an executive Director with effect from the date of his appointment as a Director 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 three months' written notice to terminate the agreement.
APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
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 interested or deemed to be interested in 97,082,430 Shares or underlying Shares pursuant to Part XV of the SFO as set out below:
(1) 18,110,571 Shares held by Sixsense Global Limited, a company incorporated under the laws of the British Virgin Islands which is owned as to 99.9% by CyberStone Holdings Limited and 0.1% by Realsense Global Limited ("Realsense"). Realsense is wholly owned by Mr. Liu. CyberStone Holdings Limited is held by TMF (Cayman) Ltd. acting as the trustee of a trust, with Realsense and Mr. Liu as the beneficiaries.
(2) 97,082,430 Shares jointly held by Dr. Qiu Chunxin, Dr. Zhu Xiaorui and Mr. Liu by virtue of the concert party confirmation dated April 21, 2023 which formalize and confirm that they have been parties acting in concert in exercising directors' and shareholders' rights of the Group since they become shareholders or directors of the relevant member of the Group (whichever is earlier).
Save as disclosed above, Mr. Liu does not have any other interest in the shares of the Company within the meaning of Part XV of the SFO.
Mr. Liu received a director's emoluments of RMB1,463,000 for the year ended December 31, 2024. His remuneration will be determined by the Remuneration Committee on the basis of his duties and responsibilities within the Company from time to time.
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.
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
(3) MR. QIU CHUNCHAO
Mr. Qiu Chunchao (邱純潮), aged 35, is our executive Director and Chief Executive Officer. He was appointed as a Director on December 31, 2021 and re-designated as an executive Director on June 28, 2023. He is primarily responsible for overseeing the execution of the overall strategy, business development and management of the Group.
Mr. Qiu has over nine years of experience in the LiDAR solutions market. He has been holding senior management position and directorship in several subsidiaries of the Group, including the supervisor of Optixpan Semiconductors since October 2016, supervisor of Suzhou Xijing MEMS since November 2017, supervisor of Shanghai Lubo since December 2018 and director of Hong Kong Suteng since June 2021.
Mr. Qiu obtained a diploma (專科證書) in computer application technology from Guangdong Vocational College of Science and Technology (廣東科學技術職業學院) in China in June 2012, and a master's degree in business administration from The Chinese University of Hong Kong (香港中文大學) in Hong Kong in October 2022.
Mr. Qiu was recognized by Forbes in the 30 Under 30 Asia List 2018 and the 30 Under 30 China List 2018, and by Hurun Report (胡潤百富) in Hurun China Under 30s To Watch 2019 (2019 胡潤Under 30s創業領袖). He was also honored by Human Resource Bureau Nanshan District (深圳市南山區人力資源局) as "High-level Talent" in Nanshan District of Shenzhen (深圳市南山區“領航人才”) in January 2022.
Save as disclosed above, Mr. Qiu has not held any directorship in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Mr. Qiu has entered into a service contract with the Company pursuant to which he agreed to act as an executive Director with effect from the date his appointment as a Director 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 months' written notice to terminate the agreement.
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Qiu is the brother of Dr. Qiu Chunxin, the executive Director. Besides this, Mr. Qiu does not have any relationships with other Directors, senior management or substantial Shareholders (as defined in the Listing Rules) of the Company.
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APPENDIX I
DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING
As far as the Directors are aware, as at the Latest Practicable Date, Mr. Qiu was interested or deemed to be interested in 9,107,746 Shares or underlying Shares pursuant to Part XV of the SFO as set out below:
(1) Mr. Qiu is entitled to receive 4,849,401 Shares and 4,258,345 Shares underlying the awards in the form of Restricted Shares and Restricted Share Units, respectively, granted to him pursuant to the pre-IPO share incentive scheme adopted by the Company on December 30, 2021 (“Pre-IPO Share Incentive Scheme A”) and the pre-IPO share incentive scheme adopted by the Company on December 30, 2021 (“Pre-IPO Share Incentive Scheme B”), respectively. The 4,849,401 and 4,258,345 Shares underlying the awards in the form of Restricted Shares and Restricted Share Units granted to him pursuant to the Pre-IPO Share Incentive Scheme A and the Pre-IPO Share Incentive Scheme B are held by Ruby International Limited (“Ruby”) and Hoping Dream International Limited, respectively.
(2) One of the ESOP Holding Entities, Ruby, holding 4,849,401 Shares underlying the awards in the form of restricted shares granted to Mr. Qiu pursuant to the Pre-IPO Share Incentive Scheme A, is owned as to 99.9% by Ruby Group Holdings Limited and 0.1% by Sunton Limited, which is in turn wholly owned by Mr. Qiu. Ruby Group Holdings Limited is held by TMF (Cayman) Ltd. as the trustee of a trust, with Sunton Limited and Mr. Qiu as the beneficiaries. As such, TMF (Cayman) Ltd. is deemed to be interested in the Shares held by Ruby for the purpose of Part XV of the SFO.
Save as disclosed above, Mr. Qiu does not have any other interest in the Shares within the meaning of Part XV of the SFO.
Mr. Qiu received a director’s emoluments of RMB3,148,000 for the year ended December 31, 2024. His remuneration will be determined by the Remuneration Committee on the basis of her duties and responsibilities within the Company from time to time.
Save as disclosed above, there is no other information which is discloseable nor is/was Mr. Qiu 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. Qiu that need to be brought to the attention of the Shareholders.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
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.
- SHARE CAPITAL
As at the Latest Practicable Date, the issued share capital of the Company comprised 471,284,223 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 471,284,223 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 47,128,422 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.
- 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.
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APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
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, 2024) 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 HK$ | Lowest HK$ |
|---|---|---|
| 2024 | ||
| May | 79.00 | 38.00 |
| June | 137.50 | 49.30 |
| July | 54.25 | 13.72 |
| August | 17.70 | 10.82 |
| September | 18.20 | 10.92 |
| October | 25.00 | 15.50 |
| November | 22.40 | 15.54 |
| December | 33.00 | 19.60 |
| 2025 | ||
| January | 34.75 | 23.60 |
| February | 53.50 | 31.50 |
| March | 50.80 | 36.00 |
| April (up to and including the Latest Practicable Date) | 41.00 | 25.40 |
APPENDIX II
EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE
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.
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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 617,000 Shares on the Stock Exchange and the details of the share repurchases are set out below:
| Date of Repurchase | Number of Shares Repurchased | Highest Price Per Share HK$ | Lowest Price Per Share HK$ |
|---|---|---|---|
| April 7, 2025 | 270,000 | 27.85 | 27.45 |
| April 8, 2025 | 347,000 | 29.00 | 26.65 |
| Total | 617,000 |
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NOTICE OF ANNUAL GENERAL MEETING
robosense
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 Conference Room A, 11/F, Euro Trade Centre, 13-14 Connaught Road, Central, Hong Kong on Friday, June 13, 2025 at 3:00 p.m. (the "Annual General Meeting") (or any adjournment thereof) for the following purposes:
ORDINARY RESOLUTIONS
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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, 2024.
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(i) To re-elect Dr. Qiu Chunxin as an executive Director;
(ii) To re-elect as Mr. Liu Letian an executive Director;
(iii) To re-elect Mr. Qiu Chunchao as an executive Director; and
(iv) To authorize the board of directors of the Company (the "Board") to fix the remuneration of the Directors.
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To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorize the Board to fix their remuneration.
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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 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;
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.
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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 29, 2025
NOTICE OF ANNUAL GENERAL MEETING
Notes:
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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).
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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 3:00 p.m. on Wednesday, June 11, 2025) 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.
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For determining the entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, June 10, 2025 to Friday, June 13, 2025, 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 Monday, June 9, 2025. Shareholders of the Company whose names appear on the register of members on Friday, June 13, 2025 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 non-executive Directors are Mr. Feng Jianfeng, Mr. Liu Ming and Mr. Ng Yuk Keung.
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