RoboSense Technology Co., Ltd — Share Issue/Capital Change 2025

Jun 4, 2025

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

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)

GRANT OF SHARE OPTIONS

PURSUANT TO THE POST-IPO SHARE INCENTIVE SCHEME

Reference is made to the Post-IPO Share Incentive Scheme as disclosed in the Prospectus. The terms of the Post-IPO Share Incentive Scheme are governed by Chapter 17 of the Listing Rules. This announcement is made by the Company pursuant to Rules 17.06A, 17.06B and 17.06C of the Listing Rules.

The Board is pleased to announce that, on June 4, 2025, the Company granted a total of 8,800,000 Share Options to 45 Grantees, who are employees of the Group, pursuant to the Post-IPO Share Incentive Scheme, subject to acceptance by the Grantees.

DETAILS OF THE GRANT

Date of grant: June 4, 2025

Number of Share Options granted: 8,800,000 Share Options, which, if fully exercised, represent approximately 1.82% of the total number of issued Shares as at the date of this announcement

Exercise price of the Share Options granted: Each Share Option shall entitle the holder to subscribe for one Share upon exercise of such Share Option at an exercise price of HK$33.52 per Share, which represents the higher of:

(i) the closing price of HK$33.10 per Share as stated in the daily quotations sheet issued by the Stock Exchange on the date of grant; and
(ii) the average closing price of HK$33.52 per Share as stated in the daily quotations sheets issued by the Stock Exchange for the five business days immediately preceding the date of grant.

The Company will not provide any financial assistance to the Grantees to facilitate the purchase or exercise of the Share Options.

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Closing price of the Shares immediately prior to the date of grant:

HK$33.10 per Share

Exercise period of the Share Options:

The Share Options are valid for exercise from the date of grant until June 30, 2029 upon fulfilment of the vesting conditions, unless otherwise lapsed or forfeited pursuant to the terms of the Post-IPO Share Incentive Scheme and may be exercisable during such period as provided by the Award Agreement and subject to the terms of the Post-IPO Share Incentive Scheme.

The Board or its authorised person(s) shall have the sole discretion to determine the timing at which the Grantees may exercise any vested Share Options.

Vesting period:

The Share Options shall vest and become exercisable by the relevant Grantee in the proportion and at the schedule as specified in the Award Agreement upon satisfaction by the individual Grantee of the performance-based vesting conditions imposed on him/her in 2025, 2026, 2027 and 2028. The Share Options will be vested in two batches in 2028 and 2029, respectively, with a total vesting period of more than 12 months.

Performance target:

The vesting of the Share Options is conditional upon performance-based vesting conditions imposed on the individual grantee with respect to such Share Options as specified in the Award Agreement on a case-by-case basis. Such performance targets comprise satisfactory attainment of a range of key performance indicators (including, without limitation, the business and financial performance of the Group, attainment of relevant research and development milestones (where applicable), management of the relevant division or department to which the Grantee is responsible and/or individual performance based on the regular performance appraisal conducted by the Group).

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Clawback mechanism:

Pursuant to the Post-IPO Share Incentive Scheme and the Award Agreement:

(a) upon termination of employment or service of a Participant, the Share Options granted to such Participant but not yet vested or exercised shall terminate effective as of the date on which the Participant gives or is provided with written notice of such termination, or can be vested and become exercisable within three (3) months after the termination of service of the Participant as determined by the Board or its authorised person(s) at their sole discretion. Those Share Options which are not vested as of the termination of employment or service of a Participant shall be forfeited by the Company at no cost.

(b) if the Company, acting in good faith and based on its reasonable belief at the time, finds a Participant to have committed any misconduct that constitutes a Severe Violation (as defined in the Award Agreement), the Company may forfeit any Share Option granted to such Participant but not yet vested or exercised without prejudice to any other liabilities that such Participant may have under applicable laws or pursuant to internal policies of the Company.

Restrictions on transferability of the Share Options:

Any Share Options granted shall be personal to the Participant, and no right or interest of a Participant in any Share Option may be pledged, encumbered, or hypothecated to or in favor of any party (other than the Company or its subsidiary) or subject to any lien, obligation, or liability of such Participant to any other party (other than the Company or its subsidiary). Except as otherwise provided by the Board, no Share Option shall be assigned, transferred, or otherwise disposed of by a Participant.

REASONS FOR THE GRANT OF SHARE OPTIONS

The Company recognizes the contribution of its employees and acknowledges the importance of attracting and retaining talents. The Company has adopted the Share Incentive Schemes, pursuant to which an aggregate maximum number of 56,510,152 Shares may be issued to the eligible participants in accordance with the terms and conditions of each of the Share Incentive Schemes.

The Post-IPO Share Incentive Scheme provides the flexibility for the Company to grant incentives to the eligible Participants by way of options, restricted shares or restricted share units. The Company believes that this grant of Share Options under the Post-IPO Share Incentive Scheme to the Grantees, who are employees of the Group, can align the personal interests of these employees to those of the Shareholders, motivate the employees' outstanding performance, attract and retain talents for the continuous operation and development of the Group, with a view to further promote the Group's success and development, enhance values of the Company, and generate returns to the Shareholders.

None of the Grantees involved in this grant falls within any category described in Rule 17.06A(2) of the Listing Rules, namely (a) the Director, chief executive or substantial shareholder of the Company, or an associate of any of them; (b) a participant of whom the total number of options and awards granted and to be granted thereto exceeds the 1% individual limit as prescribed under Rule 17.03D of the Listing Rules; or (c) a related entity participant or service provider participant of whom the total number of options and awards granted and to be granted thereto in any 12-month period exceeds 0.1% of the relevant class of Shares in issue (excluding treasury shares).

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NUMBER OF SHARES AVAILABLE FOR FUTURE GRANTS

As at the date of this announcement, subsequent to this grant of Share Options, 10,670,870 Shares are available for future grants under the Scheme Mandate Limit under the Post-IPO Share Incentive Scheme.

APPROVAL BY THE STOCK EXCHANGE

The Post-IPO Share Incentive Scheme constitutes a share scheme under Chapter 17 of the Listing Rules. As disclosed in the Prospectus, the Listing Committee of the Stock Exchange has granted approval for the listing of, and permission to deal in, (among others) the new Shares underlying any Share Options which may be issued pursuant to the Post-IPO Share Incentive Scheme.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expression shall have the meanings set out below:

“associate(s)” has the meaning ascribed to it under the Listing Rules

“Award Agreement” the award agreement entered into between the Company and each Participant who are granted with the Share Options, which contains, among others, the details and conditions of the grant of Share Options to the relevant Participant

“Board” the board of Directors of the Company

“Company” RoboSense Technology Co., Ltd (速騰聚創科技有限公司), an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange (stock code: 2498)

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

“Grantee(s)” the eligible Participant(s) who is/are granted with Share Option(s) in accordance with the terms and conditions of the Post-IPO Share Incentive Scheme

“Group” the Company and its subsidiaries from time to time

“Listing” the listing of the Shares on the Main Board of the Stock Exchange

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Participant(s)” the eligible participant(s) pursuant to the terms of the Post-IPO Share Incentive Scheme

“Post-IPO Share Incentive Scheme” the post-IPO share incentive scheme of the Company, the principal terms of which are set out in Prospectus. The maximum aggregate number of Shares which may be issued pursuant to all awards to be granted after Listing under the Post-IPO Share Incentive Scheme shall not exceed 21,000,000 Shares or a lesser number of Shares as determined by the Board (the “Scheme Mandate Limit”). The Post-IPO Share Incentive Scheme is subject to Chapter 17 of the Listing Rules

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“Pre-IPO Share Incentive Scheme A”

the pre-IPO share incentive scheme of the Company, the principal terms of which are set out in the Prospectus. The maximum aggregate number of Shares which may be issued pursuant to the Pre-IPO Share Incentive Scheme A is 18,299,626 Shares. The Pre-IPO Share Incentive Scheme A is not subject to the provisions of Chapter 17 of the Listing Rules as it does not involve the grant of share options or awards by the Company after Listing

“Pre-IPO Share Incentive Scheme B”

the pre-IPO share incentive scheme of the Company, the principal terms of which are set out in the Prospectus. The maximum aggregate number of Shares which may be issued pursuant to the Pre-IPO Share Incentive Scheme B is 17,210,526 Shares. The Pre-IPO Share Incentive Scheme B is not subject to the provisions of Chapter 17 of the Listing Rules as it does not involve the grant of share options or awards by the Company after Listing

“Prospectus”

the prospectus of the Company dated December 27, 2023 in relation to the global offering and the listing of the Shares on the Main Board of the Stock Exchange

“Share Incentive Schemes”

collectively, the Pre-IPO Share Incentive Scheme A, the Pre IPO Share Incentive Scheme B and the Post-IPO Share Incentive Scheme

“Share(s)”

the ordinary shares in the share capital of the Company

“Share Option(s)”

the share option(s) to subscribe for Share(s) pursuant to the terms of the Post-IPO Share Incentive Scheme

“Shareholder(s)”

the holder(s) of Share(s)

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

“subsidiary(ies)”

has the meaning ascribed to it under the Listing Rules

“substantial shareholder(s)”

has the meaning ascribed to it under the Listing Rules

“treasury share(s)”

has the meaning ascribed to it under the Listing Rules

By order of the Board

RoboSense Technology Co., Ltd

Dr. Qiu Chunxin

Chairman of the Board, Executive Director and

Chief Scientist

Shenzhen, June 4, 2025

As at the date of this announcement, 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.