Shenzhen Dobot Corp Ltd — Proxy Solicitation & Information Statement 2025

May 12, 2025

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 your stockbroker or other licensed securities dealer, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in SHENZHEN DOBOT CORP LTD, you should at once hand this circular, together with the 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.

SHENZHEN DOBOT CORP LTD

深圳市越疆科技股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2432)

(1) APPLICATION FOR COMPREHENSIVE BANKING FACILITY;
(2) PURCHASE OF WEALTH MANAGEMENT PRODUCTS WITH INTERNAL IDLE FUND AND IDLE PROCEEDS;
(3) FOREIGN EXCHANGE DERIVATIVES TRANSACTIONS;
(4) PROPOSAL FOR GENERAL MANDATE TO ISSUE NEW SHARES; AND
(5) NOTICE OF ANNUAL GENERAL MEETING

All capitalised terms used in this circular have the meanings set out in the section headed "Definitions" in this circular. A letter from the Board is set out on pages 3 to 8 of this circular.

The Company will convene the AGM at 10 a.m. on Tuesday, 3 June 2025 at Meeting Room, 24/F, Building 2, Chongwen Park, Nanshan Smart Park, No. 3370 Liuxian Avenue, Fuguang Community, Taoyuan Sub-district, Nanshan District, Shenzhen, the PRC. The notice convening the AGM is set out on pages AGM-1 to AGM-3 of this circular.

A form of proxy for use at the AGM is published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.dobot.cn (with respect to Chinese version) and www.dobot-robots.com (with respect to English version)). If you intend to appoint a proxy to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

12 May 2025

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CONTENTS

Page

DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
NOTICE OF ANNUAL GENERAL MEETING ... AGM-1

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DEFINITIONS

In this circular, unless otherwise defined or the context otherwise requires, the following expressions have the following meanings:

"AGM"
the 2024 annual general meeting of the Company to be convened and held at Meeting Room, 24/F, Building 2, Chongwen Park, Nanshan Smart Park, No. 3370 Liuxian Avenue, Fuguang Community, Taoyuan Sub-district, Nanshan District, Shenzhen, the PRC on Tuesday, 3 June 2025 at 10 a.m., notice of which is set out on pages AGM-1 to AGM-3 of this circular, or any adjournment thereof

"Articles of Association"
the articles of association of the Company as amended, modified or otherwise supplemental from time to time

"Board"
the board of Directors of the Company

"Company"
SHENZHEN DOBOT CORP LTD (formerly known as Shenzhen Yuejiang Technology Co., Ltd.) (深圳市越疆科技股份有限公司), incorporated under the PRC laws on July 30, 2015 under the name of Shenzhen Yuejiang Technology Co., Ltd. (深圳市越疆科技有限公司) as a limited liability company and converted into a joint stock company under the PRC laws on December 28, 2022, whose H Shares are listed and traded on the Stock Exchange (stock code: 2432)

"Director(s)"
director(s) of the Company

"Domestic Share(s)"
ordinary share(s) issued by the Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi by PRC nationals and/or PRC-incorporated entities

"General Mandate"
the general unconditional mandate to be granted by the Shareholders to the Directors to allot and issue new domestic shares and/or H shares of the Company (including any sale or transfer of treasury shares) representing up to 20% of each of the total number of the Domestic Shares and/or H Shares (excluding treasury shares, if any) as the case may be, that are issued as at the date of the resolution to grant the general mandate

"Group"
the Company and its subsidiaries

"H Share(s)"
overseas listed foreign shares in the share capital of our Company with nominal value of RMB1.00 each, which are listed on the main board of the Stock Exchange

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DEFINITIONS

"Hong Kong"
the Hong Kong Special Administrative Region of the People's Republic of China

"Latest Practicable Date"
9 May 2025, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange as amended, modified or otherwise supplemental from time to time

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

"RMB"
Renminbi, the lawful currency of the PRC

"Share(s)"
the Domestic Share(s) and the H Share(s) of the Company

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

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

"%"
per cent.

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LETTER FROM THE BOARD

SHENZHEN DOBOT CORP LTD

深圳市越疆科技股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2432)

Executive Directors:

Mr. Liu Peichao (劉培超) (Chairman of the Board and General Manager)

Mr. Wang Yong (王勇)

Mr. Lang Xulin (郎需林)

Non-executive Director:

Mr. Jing Liang (景亮)

Independent non-executive Directors:

Mr. Li Yibin (李贻斌)

Mr. Ng Jack Ho Wan (吳浩雲)

Dr. Hou Lingling (侯玲玲)

Registered Office and Headquarters and Principal Place of Business in the PRC:

Room 1003, Building 2

Chongwen Park, Nanshan Smart Park

No. 3370 Liuxian Avenue

Fuguang Community,

Taoyuan Sub-district

Nanshan District

Shenzhen

PRC

Principal place of business in Hong Kong:

40/F, Dah Sing Financial Centre

248 Queen's Road East

Wan Chai

Hong Kong

12 May 2025

To the Shareholders,

Dear Sir or Madam,

(1) APPLICATION FOR COMPREHENSIVE BANKING FACILITY;

(2) PURCHASE OF WEALTH MANAGEMENT PRODUCTS WITH INTERNAL IDLE FUND AND IDLE PROCEEDS;

(3) FOREIGN EXCHANGE DERIVATIVES TRANSACTIONS;

(4) PROPOSAL FOR GENERAL MANDATE TO ISSUE NEW SHARES; AND

(5) NOTICE OF ANNUAL GENERAL MEETING

I. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information on, among other things, the following resolutions to be put forward at the AGM: (i) the proposed application for the comprehensive banking facility; (ii) the proposed purchase of wealth management products with internal idle fund and idle proceeds; (iii) the proposed foreign exchange derivatives transactions; (iv) the proposed grant of the

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LETTER FROM THE BOARD

General Mandate to issue new Shares; and (v) other matters contained in the notice of AGM, so that the Shareholders may make an informed decision on voting in respect of the resolutions to be tabled at the AGM.

II. PROPOSED APPLICATION FOR THE COMPREHENSIVE BANKING FACILITY

For the purpose of supplementing the working capital of the Company, the Company proposes to apply to banks for the comprehensive banking facility for new and renewed existing facility in the forms including but not limited to new and renewed existing short term working capital loan, medium and long term loan, bank acceptance bill, commercial acceptance bill, accounts receivable factoring, bill discount, guarantee, letter of credit and mortgage loan. The total amount of the comprehensive banking facility shall not exceed RMB600 million and is subject to the actual business need of the Company and the final amount approved by the banks. The above cap amount may be used on a rolling basis and the approval and authorisation shall be valid from the date of the approval at the AGM to the date of convening the 2025 annual general meeting of the Company. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, it is expected that the banks are third parties independent of the Company and its connected persons (as defined in the Listing Rules).

An ordinary resolution will be proposed at the AGM regarding the consideration and approval of the proposal on the proposed application for the comprehensive banking facility and the authorisation of the chairman of the Board to sign, execute and deliver all facility agreements, financing agreements and other documents in relation to this resolution and to do all such acts and things as he deems necessary or appropriate in connection with or to carry out the actions contemplated by this resolution.

III. PROPOSED PURCHASE OF WEALTH MANAGEMENT PRODUCTS WITH INTERNAL IDLE FUND AND IDLE PROCEEDS

In order to improve the efficiency of internal idle fund and idle proceeds and maximise the practical value of the fund, under the premise of ensuring the daily operations of the Company, capital security, operational compliance, and control of risks, the Company intends to use the internal idle fund and idle proceeds to purchase wealth management products, and, subject to the future plans and purposes as disclosed in the "Future Plans and Use of Proceeds" of the prospectus of the Company dated 13 December 2024, the balance of internal idle fund and idle proceeds of such wealth management products purchased by the Company shall not exceed RMB300 million and RMB700 million, respectively. The above cap amounts may be used on a rolling basis and the approval and authorisation shall be valid from the date of the approval at the AGM to the date of convening the 2025 annual general meeting of the Company. If the purchase of wealth management products constitutes a transaction under Chapter 14 or Chapter 14A of the Listing Rules, the Company will comply with relevant requirements under the Listing Rules as and when appropriate.

An ordinary resolution will be proposed at the AGM regarding the consideration and approval of the proposal purchase of wealth management products with internal idle fund and idle proceeds and the authorisation of the chairman of the Board to sign, execute and deliver all documents in relation to the purchase of wealth management products within the authorised scope.

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LETTER FROM THE BOARD

IV. PROPOSED FOREIGN EXCHANGE DERIVATIVES TRANSACTIONS

In order to mitigate the potential adverse impacts of significant foreign exchange rate fluctuations on the performance of the Company, the Company proposes to purchase RMB and foreign exchange derivatives products, including but not limited to foreign exchange forward settlement, foreign exchange option, foreign exchange swap, in accordance with the application laws and regulations. The total amount of the foreign exchange derivatives products, inclusive of the transaction amount of products purchased by proceeds from such transactions, shall not exceed RMB700 million at any point of time. The above cap amount may be used on a rolling basis and the approval and authorisation shall be valid from the date of the approval at the AGM to the date of convening the 2025 annual general meeting of the Company.

An ordinary resolution will be proposed at the AGM regarding the consideration and approval of the proposed foreign exchange derivatives transactions and the authorisation of the chairman of the Board to sign, execute and deliver all documents in relation to the purchase of foreign exchange derivatives products within the authorised scope.

V. PROPOSED GRANT OF GENERAL MANDATE TO ISSUE NEW SHARES

To ensure the flexibility of the Board to issue new Shares at its discretion as and when appropriate, the Board will propose a special resolution at the AGM to grant a general mandate to the Board to issue, allot and deal with additional shares (whether Domestic Shares or H Shares or securities convertible into such shares, options, warrants or similar rights to subscribe for Domestic Shares or H Shares of the Company (hereinafter referred to as "similar rights")). Specific plan for the general mandate to issue the Shares of the Company is as follows:

(1) subject to paragraph (b) and in accordance with the relevant requirements of the Listing Rules, the Articles of Association and relevant laws and regulations of the PRC, the granting of a general mandate to the Board to issue, allot and deal with, separately or concurrently, additional Domestic Shares and/or H Shares and/or securities convertible into Shares, and similar rights to make or grant offers, agreements and options in relation to such Shares and is subject to the following conditions:

(a) relevant grant shall not be made during the Relevant Period (as defined below) except that the Board may during the Relevant Period make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the expiration of the Relevant Period; and

(b) the number of additional Domestic Shares and/or H Shares and/or securities convertible into Shares, separately or concurrently, allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Board shall not exceed $20\%$ of each of the total number of Domestic Shares of the Company in issue and/or the total number of H Shares of the Company in issue (excluding treasury shares, if any), respectively, as at the date of passing of such resolution;

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LETTER FROM THE BOARD

"Relevant Period" means the period from the passing of this resolution until the earliest of:

(a) the conclusion of the next annual general meeting of the Company;

(b) the date by which the next annual general meeting of the Company is required to be held by the Articles of Association or any applicable laws of the PRC; or

(c) the date on which the authorisation set out in this resolution is revoked or varied by a special resolution of the Shareholders at any general meetings of the Company.

(2) allot, issue and deal with the Shares pursuant to paragraph (1) above, the Board is hereby authorised:

(a) to approve, execute and do or procure to be executed and done, all such documents, deeds and matters as it may consider necessary in connection with the issue, allotment of and dealing with such Shares including, without limitation, determining the size of the issue, the issue price, the use of proceeds from the issue, the targets of the issue and the place and time of the issue;

(b) to make all necessary applications to the relevant authorities, enter into an underwriting agreement or any other agreements, and to make all necessary filings and registrations with the relevant PRC, Hong Kong and other regulatory authorities; and

(c) to make necessary amendments to the Articles of Association in order to reflect the new shareholding structure of the Company after authorising the Company to allot or issue Shares pursuant to this resolution.

No class meeting shall be required to be convened by the Company when the Board exercises the general mandate to issue, allot and deal with additional shares (whether non-listed shares or H shares or securities convertible into such shares, options, warrants or similar rights to subscribe for non-listed shares or H shares of the Company).

As at the Latest Practicable Date, the Company issued 46,156,853 Domestic Shares and 358,038,547 H Shares. Subject to the approval of the resolution in relation to the general mandate, the Company may allot, issue and deal with up to 9,231,371 Domestic Shares and/or 71,607,709 H Shares (on the basis that the Company will not further issue Domestic Shares and/or H Shares before the AGM).

The resolution on the general mandate to issue the Shares of the Company is hereby submitted to the Shareholders for consideration and approval at the AGM.

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LETTER FROM THE BOARD

VI. NOTICE OF AGM

The AGM will be held at 10 a.m. on Tuesday, 3 June 2025 at Meeting Room, 24/F, Building 2, Chongwen Park, Nanshan Smart Park, No. 3370 Liuxian Avenue, Fuguang Community, Taoyuan Subdistrict, Nanshan District, Shenzhen, the PRC. The notice convening the AGM is set out on pages AGM-1 to AGM-3 of this circular. The above documents and the proxy of form for use at the AGM are published on the website of the Stock Exchange (www.hkexnews.hk) and the website of the Company (www.dobot.cn (with respect to Chinese version) and www.dobot-robots.com (with respect to English version)).

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholder has a material interest in, and would be required to abstain from voting in respect of, the resolutions to be proposed at the AGM.

The record date for the purpose of ascertaining the eligibility of the holders of H shares to attend and vote at the AGM is on Wednesday, 28 May 2025. In order to be eligible to attend and vote at the forthcoming AGM, holders of H Shares must lodge all completed transfer documents accompanied by the relevant share certificates with the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited at Shop 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong on or before 4:30 p.m. on Wednesday, 28 May 2025.

Shareholders who intend to appoint a proxy to attend the AGM are required to complete and return the form of proxy to Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 24 hours before the time appointed for holding the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

VII. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Hong Kong Listing Rules, the resolutions set out in the notice of the AGM will be taken by poll. The poll results will be announced by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Hong Kong Listing Rules.

VIII. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

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LETTER FROM THE BOARD

IX. RECOMMENDATIONS

The Directors consider that the proposed resolutions set out in the notice of the AGM and the other matters contained in the notice of AGM, are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

By order of the Board

SHENZHEN DOBOT CORP LTD

Mr. Liu Peichao

Chairman of the Board, Executive Director and General Manager

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NOTICE OF ANNUAL GENERAL MEETING

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

SHENZHEN DOBOT CORP LTD

深圳市越疆科技股份有限公司

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2432)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of SHENZHEN DOBOT CORP LTD (the “Company”) will be held at Meeting Room, 24/F, Building 2, Chongwen Park, Nanshan Smart Park, No. 3370 Liuxian Avenue, Fuguang Community, Taoyuan Sub-district, Nanshan District, Shenzhen, the PRC on Tuesday, 3 June 2025 at 10 a.m., or any adjournment thereof, for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

1. To consider and approve the report of the board (the “Board”) of directors (the “Directors”) of the Company for the year ended 31 December 2024.
2. To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2024.
3. To consider and approve the report of the auditor and the audited consolidated financial statements of the Company for the year ended 31 December 2024.
4. To consider and approve the proposed application for the comprehensive banking facility.
5. To consider and approve the proposed purchase of wealth management products.
6. To consider and approve the proposed foreign exchange derivatives transactions.
7. To consider and approve the re-appointment of Ernst & Young, as the auditor of the Company and the determination of the audit fee for the year 2025 and to authorise the Board to adjust the fee based on actual situation.
8. To authorise the Board to fix the remuneration of the Directors.

9. To authorise the Board to fix the remuneration of the supervisors of the Company.

10. AGM-1 -

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NOTICE OF ANNUAL GENERAL MEETING

SPECIAL RESOLUTION

1. To consider and approve to grant the Board a general mandate to issue Shares.

By order of the Board

SHENZHEN DOBOT CORP LTD

Mr. Liu Peichao

Chairman of the Board, Executive Director and General Manager

Shenzhen, 12 May 2025

As at the date of this notice, the Board comprises (i) Mr. Liu Peichao, Mr. Wang Yong and Mr. Lang Xulin as executive Directors; (ii) Mr. Jing Liang as non-executive Director; and (iii) Mr. Li Yibin, Mr. Ng Jack Ho Wan and Dr. Hou Lingling as independent non-executive Directors.

Notes:

1. Resolutions to be submitted at the AGM shall be voted on by poll.

2. The record date for the purpose of ascertaining the eligibility of the holders of H shares to attend and vote at the AGM is on Wednesday, 28 May 2025. In order to be eligible to attend and vote at the forthcoming AGM, holders of H Shares must lodge all completed transfer documents accompanied by the relevant share certificates with the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited at Shop 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong on or before 4:30 p.m. on Wednesday, 28 May 2025.

3. Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on their behalf. A proxy need not be a Shareholder. If more than one proxy is appointed, the number and class of Shares in respect of which each such proxy is so appointed shall be specified in the appointment of the proxy.

4. The form of proxy must be signed by the Shareholder or by an authorised person appointed by the Shareholder in writing. If the Shareholder is a legal person, it must be stamped with the seal of the legal person or signed by a director or duly authorised attorney. If the form is signed by an attorney of the Shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.

5. In order to be valid, in the case of holders of H Shares, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authorisation document on behalf of the appointer, a notarially certified copy of that power of attorney or other authorisation document, must be deposited with the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 24 hours before the time appointed for holding the AGM.

In case of registered joint holders of any Shares, any one of the registered joint holders can vote on such Shares at the AGM in person or by proxy as if he/she is the only holder entitled to vote. If more than one registered joint holders attend the AGM in person or by proxy, only the vote of the person whose name appears first in the register of members of the Company relating to such Shares (in person or by proxy) will be accepted as the sole and exclusive vote of the joint holders.

Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the AGM or any adjournment thereof should he/she/it so wish. In this case, the power of attorney will be deemed to have been revoked.

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NOTICE OF ANNUAL GENERAL MEETING

1. Individual shareholders who wish to attend the meeting in person shall produce their identity cards or other effective document or proof of identity and stock account cards. Proxies of individual shareholders shall produce their effective proof of identity. A corporate shareholder should attend the meeting by its legal representative or proxy appointed by the legal representative. A legal representative who wishes to attend the meeting should produce his/her identity card or other valid documents evidencing his/her capacity as a legal representative. If appointed to attend the meeting, the proxy should produce his/her identity card and an authorisation instrument duly signed by the legal representative of the corporate shareholder.

2. The AGM is expected to last for no more than half a day. Shareholders or their proxies attending the AGM are responsible for their own transportation and accommodation expenses.

3. All times refer to Hong Kong local time, except as otherwise stated.

4. AGM-3 -