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SuperRobotics Limited Share Issue/Capital Change 2025

Aug 4, 2025

51311_rns_2025-08-04_545960c9-f001-4e4c-9870-44d4a2fc9bcc.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.

SuperRobotics Holdings Limited

超人智能控股有限公司
(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 8176)

COMPLETION OF CONNECTED TRANSACTION IN RELATION TO ISSUE OF SUBSCRIPTION SHARES UNDER SPECIFIC MANDATE FOR DEBT CAPITALISATION

Reference is made to the announcement of SuperRobotics Holdings Limited (the "Company") dated 7 May 2025 and the circular dated 30 June 2025 (the "Circular") in relation to the connected transaction in relation to the issue of subscription shares for debt capitalisation. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Circular.

The Board is pleased to announce that all conditions precedent in the Subscription Agreement have been satisfied and Completion took place on 4 August 2025 in accordance with the terms and conditions of the Subscription Agreement. Pursuant to the Subscription Agreement, 62,500,000 Subscription Shares have been duly allotted and issued to the Subscriber under the Specific Mandate at the Subscription Price of HK$0.120 per Subscription Share.

The Subscription Shares represent (i) approximately $9.57\%$ of the issued share capital of the Company immediately prior to Completion; and (ii) approximately $8.74\%$ of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares.

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SHARE HOLDING STRUCTURE OF THE COMPANY BEFORE AND AFTER COMPLETION

The shareholding structure of the Company immediately before and after Completion (and issue of the Subscription Shares) is as follows:

Shareholders Immediately before Completion and issue of the Subscription Shares Immediately after Completion and issue of the Subscription Shares
Shares in the Company Approximate % Shares in the Company Approximate %
Non-public Shareholders
The Subscriber^{(1)} 0.00% 62,500,000 8.74%
Tai Dong New Energy Holding Limited^{(1)} 151,425,197 23.19% 151,425,197 21.16%
Hong Kong Bridge Investments Limited^{(2)} 41,666,666 6.38% 41,666,666 5.82%
HK Bridge Absolute Return Fund, L.P.^{(2)} 64,148,063 9.82% 64,148,063 8.97%
On Top Global Limited^{(2)} 24,397,946 3.74% 24,397,946 3.41%
Mr. Huang Jianhang 89,970,697 13.78% 89,970,697 12.57%
Public Shareholders
Public Shareholders 281,392,159 43.09% 281,392,159 39.33%
Total 653,000,728 100% 715,500,728 100%

Notes:
1. Mr. Su Zhituan, the former executive Director of our Company and former chairman of the Board, is the ultimate beneficial owner of Tai Dong New Energy Holding Limited and the Subscriber, Tai Dong Holding Limited and therefore deemed to be interested in the 151,425,197 Shares held by Tai Dong New Energy Holding Limited and 62,500,000 subscribed by Tai Dong Holding Limited.


  1. Renco Holdings Group Limited (“Renco Holdings”), is deemed to be interested in 130,212,675 Shares, being the aggregate of the 41,666,666 Shares of Hong Kong Bridge Investments Limited (its wholly owned subsidiary), 64,148,063 Shares of HKBridge Absolute Return Fund, L.P. (a Cayman Islands exempted limited partnership, the general partner of which is HK Bridge (Cayman) GP2 Limited, a Cayman Islands company indirectly owned by Renco Holdings) and 24,397,946 Shares of On Top Global Limited (a wholly owned subsidiary of Hong Kong Bridge High-Tech Investment Fund L.P., the general partner of which is Hong Kong Bridge High-Tech Investment G.P. Limited, a Cayman Islands company indirectly owned by Renco Holdings).

By order of the board of directors of
SuperRobotics Holdings Limited
Mr. Su Zhenhui
Chairman and Executive Director

Hong Kong, 4 August 2025

As at the date of this announcement, the Board comprises of two executive Directors, namely Mr. Su Zhenhui and Mr. Feng Zheng, one non-executive Director, namely Ms. Li Jiaqi and three independent non-executive Directors, namely Mr. Tam B Ray, Billy, Mr. Xu Guojun and Mr. Xue Wei.

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 Listed Company Information” page of the Stock Exchange’s website at http://www.hkexnews.hk for a minimum period of 7 days from the date of its publication and on the Company’s website at http://www.superrobotics.com.hk.

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