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SenseTime Group Inc. Capital/Financing Update 2021

Dec 13, 2021

48877_rns_2021-12-13_eb48ad3d-3ec7-43d5-96bd-82712710f848.pdf

Capital/Financing Update

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

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities. This announcement is not a prospectus. Potential investors should read the prospectus dated December 7, 2021 (the “ Prospectus ”) and a supplemental prospectus (the “ Supplemental Prospectus ”) the Company expects to publish in due course issued by SenseTime Group Inc. (the “ Company ”) for detailed information about the Global Offering described below before deciding whether or not to invest in the Offer Shares.

This announcement is not for release, publication, distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or in any other jurisdiction. The Offer Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “ U.S. Securities Act ”) or securities law of any state or other jurisdiction of the United States and may not be offered, sold, pledged or transferred within the United States, except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act. There will be no public offer of the Offer Shares in the United States. The Offer Shares are being offered and sold only (i) in the United States solely to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements under the U.S. Securities Act and (ii) outside the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act.

Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Prospectus.

The Company will be controlled through weighted voting rights upon Listing. Prospective investors should be aware of the potential risks of investing in a company with a WVR Structure, in particular that the WVR Beneficiaries, whose interests may not necessarily be aligned with those of our Shareholders as a whole, will be in a position to exert significant influence over the outcome of Shareholders’ resolutions, irrespective of how other Shareholders vote. For further information about the risks associated with our WVR Structure, see “Risk factors — Risks relating to our WVR Structure.” Prospective investors should make the decision to invest in the Company only after due and careful consideration.

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SenseTime Group Inc. 商湯集團股份有限公司

(A company controlled through weighted voting rights and incorporated in the Cayman Islands with limited liability) (Stock Code: 0020)

ANNOUNCEMENT

(1) EXPECTED PUBLICATION OF A SUPPLEMENTAL PROSPECTUS AND POSTPONEMENT OF THE LISTING (2) REFUND OF APPLICATION MONIES

Reference is made to the Prospectus of the Company dated December 7, 2021.

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On December 10, 2021, the U.S. Department of the Treasury added SenseTime Group Limited to the Non-SDN Chinese Military-Industrial Complex Companies List. To safeguard the interests of the potential investors of the Company by helping them consider the potential impact of such latest development on their investment decision, the Company makes the following announcement.

EXPECTED PUBLICATION OF SUPPLEMENTAL PROSPECTUS AND POSTPONEMENT OF THE LISTING

According to the Prospectus, an announcement containing information regarding the final Offer Price, the level of indication of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares was expected to be published on Thursday, December 16, 2021.

The Board announces that there will be a postponement of the Global Offering and the Listing and the Company expects to publish the Supplemental Prospectus, which amends and supplements the Prospectus together with the updated listing timetable, the relevant procedures for applications for Hong Kong Offer Shares and other relevant information. The Company remains committed to completing the Global Offering and the Listing soon.

REFUND OF APPLICATION MONIES

All application monies will be refunded in full without interest to all applicants.

Application monies in respect of applications made under the White Form eIPO service for the Hong Kong Offer Shares (including brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) will be refunded in full without interest. In case of application monies paid from a single bank account, e-Refund payment instructions will be dispatched to the respective application payment bank accounts on Wednesday, December 15, 2021. In the case of application monies paid from multiple bank accounts, refund cheque(s) will be dispatched to the applicants’ addresses specified in their White Form eIPO application by ordinary post on or before Wednesday, December 15, 2021 and at the applicants’ own risk.

Applicants who applied for Hong Kong Offer Shares by giving electronic application instructions to HKSCC will have all amounts paid on application (including brokerage of 1.0%, SFC transaction levy of 0.0027% and Stock Exchange trading fee of 0.005%) credited to their designated bank accounts or the designated bank accounts of their brokers or custodians without interest on Wednesday, December 15, 2021.

Applicants who have instructed their brokers or custodians to give electronic application instructions on their behalf can check the amounts of refund monies payable to them with those brokers or custodians.

Applicants who applied as a CCASS Investor Participant can check the amounts of refund monies payable to them via the CCASS Phone System and the CCASS Internet System (under the procedures contained in HKSCC’s “An Operating Guide for Investor Participants” in effect from time to time) on Wednesday, December 15, 2021. Immediately after the credit of refund monies to the applicants’ bank accounts, HKSCC will also make available to them an activity statement showing the amounts of refund monies credited to their designated bank accounts.

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All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

DONATION OF THE INTERESTS ACCRUED

All application monies will be refunded in full without interest to all applicants.

All interests accrued or earned on the application monies will be donated by the Company to The Community Chest of Hong Kong.

By order of the Board SenseTime Group Inc. 商湯集團股份有限公司 Dr. Xu Li Executive Chairman Chief Executive Officer

Hong Kong, December 13, 2021

As at the date of this announcement, the executive Directors are Dr. Xu Li, Prof. Tang Xiao’ou, Dr. Wang Xiaogang and Mr. Xu Bing; the non-executive Director is Ms. Fan Yuanyuan; and the independent non-executive Directors are Prof. Xue Lan, Mr. Lyn Frank Yee Chon and Mr. Li Wei.

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