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SuperRobotics Limited Board/Management Information 2018

Jun 1, 2018

51311_rns_2018-06-01_ae2bc1b0-2d92-47ca-b64b-c914494eaaf3.pdf

Board/Management Information

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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.

SuperRobotics Limited 超人智能有限公司

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8176)

APPOINTMENT OF CHAIRMAN CHANGE OF EXECUTIVE DIRECTORS, MEMBERS OF THE REMUNERATION COMMITTEE AND THE NOMINATION COMMITTEE AND AUTHORISED REPRESENTATIVES

The Board announces that (i) Mr. Zhang Chongdi has resigned as an executive Director, the CO Authorised Representative and the LR Authorised Representative; (ii) Mr. Zhang Chong has ceased to be a member of each of the Remuneration Committee and the Nomination Committee, the LR Authorised Representative and the CO Authorised Representative but will remain as an executive Director; (iii) Mr. Su has been appointed as an executive Director, the Chairman, a member of each of the Remuneration Committee and the Nomination Committee, the LR Authorised Representative and the CO Authorised Representative; and (iv) Mr. Chen has been appointed as an executive Director, the CO Authorised Representative and the LR Authorised Representative with effect from 1 June 2018.

APPOINTMENT OF CHAIRMAN AND CHANGE OF EXECUTIVE DIRECTORS

The board (the “ Board ”) of directors (the “ Directors ”) of SuperRobotics Limited (the “ Company ”) is pleased to announce that (i) Mr. Su Zhituan (“ Mr. Su ”) has been appointed as an executive Director, the chairman of the Board (the “ Chairman ”), a member of each of the remuneration committee (the “ Remuneration Committee ”) and nomination committee (the “ Nomination Committee ”) of the Company, the authorised representative of the Company (the “ LR Authorised Representative ”) under the Rules (the “ GEM Listing Rules ”) Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and the authorised representative of the Company (the “ CO Authorised Representative ”) under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the “ Companies Ordinance ”); and (ii) Mr. Chen Min (“ Mr. Chen ”) has been appointed as an executive Director, the CO Authorised Representative and the LR Authorised Representative with effect from 1 June 2018.

* For identification purpose only

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Mr. Su Zhituan

Mr. Su, aged 48, holds an Executive Master of Business Administration from Cheung Kong Graduate School of Business, the People’s Republic of China.

Mr. Su has extensive experience in business development and management. Mr. Su is the founder, chairman and president of Taidong Group Company Limited*(太東集團)(“ Taidong Group ”), which principally operates business in the real estate, construction materials, natural resources, finance, investment and emerging technology sectors. He is also the chairman of each of TCL & Taidong Petrochemical Investment Company Limited*(TCL 太東石化投資有限公司)and Taidong & Country Garden Investment Company Limited*(太東碧桂園投資有限公司)and a director of Huizhou Rural Commercial Bank Company Limited*(惠州農村商業銀行股份有限公司). Mr. Su was elected as the representative of the Twelfth Guangdong Province People’s Congress of China and one of the awardees of the Seventh Top Ten Outstanding Youths in Guangdong Province(第七屆廣東省十大傑 出青年). He is also the honorary chairman of Guangdong Charity Federation*(廣東省慈善總會).

Mr. Su has not entered into any service contract with the Company and has no fixed term of service with the Company. He is subject to retirement at the next general meeting of the Company after his appointment and thereafter subject to retirement by rotation at least once every three years in accordance with the Bye-laws of the Company. He is entitled to a director’s fee of HK$3,950,000 per annum which is determined by the Board by reference to his duties and responsibilities and the prevailing market conditions and the recommendation from the remuneration committee of the Company.

As at the date of this announcement, Mr. Su is beneficially interested in 110,425,197 shares of the Company, representing approximately 23.19% of the issued share capital of the Company and 30,000,000 unlisted preferred shares of the Company, representing an the issued preferred shares of the Company.

Save as disclosed above, as at the date of this announcement, (i) Mr. Su does not hold any position in the Company or any of its subsidiaries nor have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (ii) Mr. Su has not held any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years or other major appointments and professional qualifications; and (iii) Mr. Su does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the Securities and Future Ordinance (Chapter 571 of the laws of Hong Kong). Save as disclosed herein, there is no information relating to the appointment of Mr. Su that needs to be brought to the attention to the shareholders of the Company nor is there any information relating to Mr. Su that is required to be disclosed pursuant to Rules 17.50(2)(h) to (2)(v) of the GEM Listing Rules.

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Mr. Chen Min

Mr. Chen, aged 40, holds a Master of Science in Management from Stanford University in the United States of America.

Mr. Chen has more than 14 years of experience in management and investment in the technology industry. He has been the vice president of Taidong Group since 2016. He served as the general manager of the application intelligence business unit at TCL Communication Technology Holdings Limited, a company whose shares were previously listed on the Main Board of the Stock Exchange and the listing of its shares was withdrawn on 30 September 2016 from 2014 to 2016. Mr. Chen served as the business assistant to the chairman at TCL Corporation, a company whose shares are listed on the Shenzhen Stock Exchange (SZSE Stock Code: 000100.sz) from 2009 to 2013. Prior to that, he served as assistant to chief executive officer at TCL Multimedia Technology Holdings Limited, a company whose shares are listed on the Main Board of the Stock Exchange (Stock Code: 1070) from 2004 to 2008.

Mr. Chen has not entered into any service contract with the Company and has no fixed term of service with the Company. He is subject to retirement at the next general meeting of the Company after his appointment and thereafter subject to retirement by rotation at least once every three years in accordance with the Bye-laws of the Company. He is entitled to a director’s fee of HK$3,950,000 per annum which is determined by the Board by reference to his duties and responsibilities and the prevailing market conditions and the recommendation from the remuneration committee of the Company.

Save as disclosed above, as at the date of this announcement, (i) Mr. Chen does not hold any position in the Company or any of its subsidiaries nor have any relationship with any Director, senior management or substantial or controlling shareholders of the Company; (ii) Mr. Chen has not held any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years or other major appointments and professional qualifications; and (iii) Mr. Chen does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the Securities and Future Ordinance (Chapter 571 of the laws of Hong Kong). Save as disclosed herein, there is no information relating to the appointment of Mr. Chen that needs to be brought to the attention to the shareholders of the Company nor is there any information relating to Mr. Chen that is required to be disclosed pursuant to Rules 17.50(2)(h) to (2)(v) of the GEM Listing Rules.

The Board would like to take this opportunity to extend its welcome to Mr. Su and Mr. Chen in joining the Board.

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RESIGNATION OF EXECUTIVE DIRECTOR AND THE AUTHORISED REPRESENTATIVES

The Board announces that with effect from 1 June 2018, Mr. Zhang Chongdi has resigned as an executive Director, the CO Authorised Representative and the LR Authorised Representative as he wishes to devote more time to his personal commitments.

Mr. Zhang Chongdi has confirmed that he has no disagreement with the Board and there are no other matters in relation to his resignation as an executive Director, the CO Authorised Representative and the LR Authorised Representative which need to be brought to the attention of the shareholders of the Company or the Stock Exchange. The Board would like to express its sincere gratitude to Mr. Zhang Chongdi for his valuable contributions to the Company during his tenure of service.

CHANGE OF MEMBERS OF THE REMUNERATION COMMITTEE AND THE NOMINATION COMMITTEE AND THE AUTHORISED REPRESENTATIVES

The Board announces that with effect from 1 June 2018, Mr. Zhang Chong has ceased to be a member of each of the Remuneration Committee and the Nomination Committee, the LR Authorised Representative and the CO Authorised Representative but will remain as an executive Director.

By order of the Board SuperRobotics Limited Su Zhituan

Chairman and executive Director

Hong Kong, 1 June 2018

As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Su Zhituan (Chairman), Mr. Chen Min, Mr. Zhang Chong and Dr. Andrew Goldenberg; and three independent non-executive Directors, namely Mr. Tam B Ray, Billy, Mr. Chu Kin Wang, Peleus and Mr. Tse Joseph.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 announcement 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 or this announcement misleading.

This announcement will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for a minimum period of 7 days from the date of its publication and on the Company’s website at http://www.superrobtics.com.hk.

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