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Shenzhen Dobot Corp Ltd Share Issue/Capital Change 2026

Feb 3, 2026

50594_rns_2026-02-03_2bd795f4-f956-44bc-84bc-34ca500ea892.pdf

Share Issue/Capital Change

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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.

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)

GRANT OF OPTIONS AND AWARDS

This announcement is made pursuant to Rule 17.06A of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

References are made to (i) the announcement and circular (the "Circular") of the Company both dated 15 September 2025; and (ii) the poll results announcement of the Company dated 9 October 2025, in relation to the adoption of the H Share Option Scheme and the H Share Award Scheme. Unless the context otherwise specified, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular.

GRANT OF OPTIONS UNDER THE H SHARE OPTION SCHEME

The Board is pleased to announce that on 3 February 2026, the Company has granted a total of 8,638,475 Options to 37 Grantees (the "Option Grantees") under the H Share Option Scheme, subject to acceptance by the Option Grantees and the H Share Option Scheme Rules.

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A summary of the Options granted is set out below:

Date of grant : 3 February 2026

Number of Option Grantees : 37

Number of Options granted : 8,638,475

Number of underlying

H Shares pursuant to the Options granted

: 8,638,475

Exercise Price of the Options granted

: HK\$37.78 per H Share

(no less than the highest of (a) the closing price of the H Shares as shown in the daily quotation sheets of the Stock Exchange on the offer date (being a business day), being HK\$35.92; (b) the average closing prices of the H Shares as shown in the daily quotation sheets of the Stock Exchange for the five business days immediately preceding the offer date, being HK\$37.78; and (c)

the nominal value of the H Share).

Closing price of the H Shares on the date

of grant

: HK\$35.92 per H Share

Exercise Period of the Options

: The exercise period of the Options shall be three years from the date of

vesting.

Vesting period of the Options

: The Options granted shall be vested as follow:

Date Percentage of the Option to be vested
1 April 2027
1 April 2028
1 April 2029
1 April 2030
accounting for 25% of the total Options granted
accounting for 25% of the total Options granted
accounting for 25% of the total Options granted
accounting for 25% of the total Options granted

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Performance target(s) : The vesting of the Options is subject to the assessment targets at two levels: the group level performance and individual level performance.

(i) Group level performance:

The Remuneration Committee and/or the Board or their delegate(s) will evaluate the performance of the Group for the relevant year, and classified into four grades based on the growth in revenue compared with the total revenue for the financial year ended 31 December 2025 ("FY2025").

Vesting period Assessment indicator

1 April 2027 The first vesting period: Performance assessment for the financial year ending 31 December 2026

Group A B C D
performance
grade
Percentage growth
in revenue
compared with
FY2025
Above
or
equal to
40%
Above
or
equal to
30%
Above
or
equal to
20%
Below
20%
Vesting
percentage
100% 75% 50% 0%

1 April 2028 The second vesting period: Performance assessment for the financial year ending 31 December 2027

Group A B C D
performance
grade
Percentage growth Above Above Above Below
in revenue or or or 44%
compared with equal to equal to equal to
FY2025 96% 69% 44%
Vesting 100% 75% 50% 0%
percentage

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Vesting period Assessment indicator

1 April 2029 The third vesting period: Performance assessment for the financial year ending 31 December 2028

Group A B C D
performance
grade
Percentage growth Above Above Above Below
in revenue or or or 72.8%
compared with
FY2025
equal to
174.4%
equal to
119.7%
equal to
72.8%
Vesting
percentage
100% 75% 50% 0%

1 April 2030 The fourth vesting period: Performance assessment for the financial year ending 31 December 2029

Group A B C D
performance
grade
Percentage
growth in
revenue
compared
with FY2025
Above
or
equal to
284.16%
Above
or
equal to
185.61%
Above
or
equal to
107.36%
Below
107.36%
Vesting
percentage
100% 75% 50% 0%

(ii) Individual level performance:

The Remuneration Committee and/or the Board or their delegate(s) will evaluate the performance metrics of individual participants tied to their respective roles and responsibilities. The indicators for individual performance includes but not limited to sales volume, work quality, efficiency, collaboration, management and strategy, which may vary among the Option Grantees.

Individual
performance grade
A B+ B C D
Individual Vesting
Percentage
100% 90% 80% 50% 0%

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Clawback mechanism : The Options shall be subject to the clawback mechanism as set out in the H Share Option Scheme Rules, in circumstances where it, in the absolute opinion of the Board, may be regarded as inequitable for any Options to be vested or retained and/or (in case such Option has been exercised) the underlying Shares issued and allotted upon exercise of such Option to be held (as the case may be) by any Grantee, including but not limited to where there has been a material misstatement or omission in the financial reports of the Group or if the relevant Grantee has committed any fraud or serious misconduct.

Financial Assistance : The Group has not provided any financial assistance to the Option Grantees to facilitate the purchase of H Shares under the H Share Option Scheme.

Among the 8,638,475 Options granted, 2,300,000 Options were granted to the Directors, details of which are set as follows:

Option Grantees Identity Number of
Options
granted
('000s)
Percentage (%)
of total
number of
H Shares
in issue
(excluding
the treasury
shares)
Mr. Liu Peichao Chairman of the Board, executive
Director and general manager
1,000 0.25
Mr. Wang Yong Executive Director and joint
company secretary
500 0.13
Mr. Jiang Yu Executive Director and employee
representative Director
500 0.13
Mr. Lang Xulin Non-executive Director 300 0.08
Total 2,300 0.58

Reasons for and Benefits of the Grant of Options

The purposes of the grant of Options are: (i) to incentivise and reward the Option Grantees for their contributions to the growth and development of the Group; (ii) to attract, retain and motivate them as high-calibre talent to continue to work towards the goal of enhancing the enterprise value and attaining the long-term objectives of the Company; (iii) to further maintain and strengthen long-term relationships that the Option Grantees may have with the Group; and (iv) to align the interest of the Option Grantees and the Shareholders to promote the long-term performance of the Group.

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Approval from the independent non-executive directors

The grant of the Options to each of the aforementioned Directors has been reviewed and approved by the independent non-executive Directors in accordance with Rule 17.04(1) of the Listing Rules and the terms of the H Share Option Scheme.

Listing Rules Implications

Pursuant to Rule 17.04(3) of the Listing Rules, if the grant of Options to substantial shareholders of the Company or any of their respective associates would result in the Shares in issue and to be issued in respect of all Options granted (excluding any Options lapsed in accordance with the terms of the H Share Option Scheme) to such person during the 12-month period up to and including the date of grant representing in aggregate over 0.1% of the relevant class of Shares in issue, such proposed grant of Options must be approved by the shareholders of the Company in a general meeting in the manner described in Rule 17.04(4) of the Listing Rules.

As the total number of Shares issued and to be issued upon the exercise of the Options proposed to be granted to Mr. Liu Peichao, being the chairman of the Board, an executive Director, general manager of the Company and a substantial shareholder of the Company, would, in a 12-month period up to and including the date of grant, represent over 0.1% of the Shares in issue, the proposed grant of the Options to Mr. Liu Peichao will therefore be subject to the approval by the shareholders of the Company at a general meeting to be convened by the Company, where Mr. Liu Peichao, his associates and all core connected persons (as defined under the Listing Rules) of the Company shall abstain from voting in favour of the relevant resolution at the general meeting pursuant to the Listing Rules.

As at the date of this announcement, to the best knowledge, information and belief of the Directors, save as disclosed above, none of the Option Grantees is (i) a Director, chief executive or substantial shareholder of the Company or their respective associate (as defined in the Listing Rules); or (ii) a participant to whom Shares issued and to be issued under all share options and awards granted or to be granted to him/her during the 12-month period up to and including the date of grant exceed the 1% individual limit of the total number of issued H Shares according to Rule 17.03D of the Listing Rules; or (iii) a Related Entity Participant, or a service provider, to whom share options and awards granted or to be granted within any 12-month period exceed 0.1% of the total number of issued H Shares.

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GRANT OF AWARDS UNDER THE H SHARE AWARD SCHEME

On 3 February 2026, the Company granted a total of 1,531,300 Awards to 80 Grantees (the "Award Grantees") under the H Share Award Scheme, subject to acceptance by the Award Grantees and the H Share Award Scheme Rules.

A summary of the Awards granted is set out below:

Date of grant : 3 February 2026

Number of Award Grantees : 80

Details of the Award

Grantees

: 80 Employee Participants

Number of Awards granted : 1,531,300

Number of underlying H

Shares pursuant to the

Awards granted

Source of underlying H Shares pursuant to the Awards granted

: (i) by subscribing for new H Shares at their par value from the Company;

and/or

: 1,531,300

(ii) through on-market and/or off-market transactions on the secondary market at the prevailing market price by utilising the Scheme Funds in accordance with the instructions of the Company and the relevant provisions of the H Shares Award Scheme Rules.

Purchase price of the

Awards granted

: HK\$1.00 per Share

Closing price of the H Shares on the date of

grant

: HK\$35.92 per H Share

Vesting period of the

Awards

: The Awards granted shall be vested as follow:

Date Percentage of the Awards to be vested
3 February 2027 accounting for 25% of the total Awards granted
3 February 2028 accounting for 25% of the total Awards granted
3 February 2029 accounting for 25% of the total Awards granted
3 February 2030 accounting for 25% of the total Awards granted

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Performance target(s) and/ or clawback mechanism : The vesting of the Share Awards shall be subject to the fulfilment of certain individual level performance targets. The Remuneration Committee and/or the Board or their delegate(s) will evaluate the performance metrics of individual participants tied to their respective roles and responsibilities. The indicators for individual performance includes but not limited to sales volume, work quality, efficiency, collaboration, management and strategy, which may vary among the Award Grantees.

Based on the evaluation of the Remuneration Committee and/or the Board or their delegate(s) taking into account the above performance targets, the vesting of each award tranche is contingent upon the employee's annual performance appraisal results from the preceding year. Performance is evaluated and classified into five grades: A, B+, B, C, and D. Each grade corresponds to a specific vesting percentage, as detailed in the schedule below:

Performance grade A B+ B C D
Individual Vesting
Percentage
100% 90% 80% 50% 0%

The Company will determine whether the relevant employee Participants meets the performance targets based on his/her performance appraisal results for the relevant period.

Financial Assistance : The Group has not provided any financial assistance to the Share Award Grantees to facilitate the purchase of H Shares under the H Share Award Scheme.

Reasons for and Benefits of the Grant of Awards

The grant of the Awarded Shares enables the Company to attract, motivate, and reward the Award Grantees, and encourage them to work towards enhancing the cohesion of the Group and the success of the Group in the long run, as well as fostering a shared sense of mission and accountability by aligning the interests of the Award Grantees, the Shareholders and the Company.

Listing Rules Implications

As at the date of this announcement, to the best knowledge, information and belief of the Directors, none of the Award Grantees is (i) a Director, chief executive or substantial Shareholder of the Company or their respective associate (as defined in the Listing Rules); or (ii) a participant to whom shares issued and to be issued under all share options and awards granted or to be granted to him/her during the 12-month period up to and including the date of grant exceed the 1% individual limit of the total number of issued H Shares according to Rule 17.03D of the Listing Rules; or (iii) a Related Entity Participant, or a service provider, to whom share options and awards granted or to be granted within any 12-month period exceed 0.1% of the total number of issued H Shares.

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Number of Shares Available for Future Grants

As at the date of this announcement, immediately after the aforesaid grant of Options and Awards, the total number of Shares which may be issued in respect of all Options available for future grant under the H Share Option Scheme, all Awards available for future grant under the H Share Award Scheme, and all share options and share awards available for future grant under any Other Schemes would be no more than 31,546,940 Shares.

General

A circular containing, among other things, further information in relation to the proposed grant of the Options to Mr. Liu Peichao, together with the notice of the general meeting, will be despatched to the shareholders of the Company in due course.

By order of the Board SHENZHEN DOBOT CORP LTD Mr. Liu Peichao

Chairman of the Board, Executive Director and General Manager

Shenzhen, 3 February 2026

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