SuperRobotics Limited — Share Issue/Capital Change 2025

Apr 7, 2025

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 THE DEBT CAPITALISATION

Reference is made to the announcement of SuperRobotics Holdings Limited (the "Company") dated 20 March 2025 (the "Announcement") in relation to the Debt Capitalisation. Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings as defined in the Announcement.

COMPLETION OF THE DEBT CAPITALISATION

The Board is pleased to announce that all the conditions under the Settlement Deeds have been fulfilled and completion of the Debt Capitalisation has taken place on 7 April 2025. Pursuant to the terms of the Settlement Deeds, an aggregate of 45,537,129 Settlement Shares were allotted and issued to the Creditors under the General Mandate at the issue price of HK$0.174 per Settlement Share to fully settle Loan A in the amount of HK$4,162,025 and Loan B in the amount of HK$4,162,025.

Following completion of the Debt Capitalisation all obligations and liabilities owing to the Creditors under Loan A and Loan B (including interests accrued thereon) have been fully released and discharged.

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SHAREHOLDING STRUCTURE OF THE COMPANY BEFORE AND AFTER COMPLETION OF THE DEBT CAPITALISATION

The shareholding structure of the Company immediately before and after completion of the Debt Capitalisation (and issue of the Settlement Shares) is as follows:

Shareholders	Immediately before completion of the Debt Capitalisation and issue of the Settlement Shares		Immediately after completion of the Debt Capitalisation and issue of the Settlement Shares
	Shares in the Company	Approximate %	Shares in the Company	Approximate %
Non-public Shareholders
Tai Dong New Energy Holding Limited(1)	151,425,197	24.93%	151,425,197	23.19%
Hong Kong Bridge Investments Limited(2)	41,666,666	6.86%	41,666,666	6.38%
HK Bridge Absolute Return Fund, L.P.(2)	64,148,063	10.56%	64,148,063	9.82%
On Top Global Limited(2)	24,397,946	4.02%	24,397,946	3.74%
Mr. Huang Jianhang	89,970,697	14.81%	89,970,697	13.78%
Public Shareholders
Mr. Yeung Kim Wai, Tony(3)	11,273,236	1.86%	32,890,681	5.04%
Ms. Fan Yuk Lan, Sonna(4)	4,000,000	0.66%	27,919,684	4.28%
Other public Shareholders	220,581,794	36.31%	220,581,794	33.78%
Total	607,463,599	100%	653,000,728	100%

Notes:

1. Mr. Su Zhituan, a former executive Director of our Company and the former chairman of the Board, is the ultimate beneficial owner of Tai Dong New Energy Holding Limited. Mr. Su is therefore deemed to be interested in the 151,425,197 Shares held by Tai Dong New Energy Holding Limited.
2. 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).
3. Mr. Yeung Kim Wai, Tony is the spouse of Ms. Fan Yuk Lan, Sonna and will be deemed to be interested in the Shares held by Ms. Fan for the purposes of the SFO.
4. Ms. Fan Yuk Lan, Sonna is the spouse of Mr. Yeung Kim Wai, Tony and will be deemed to be interested in the Shares held by Mr. Yeung for the purposes of the SFO.

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CLARIFICATION REGARDING THE ISSUE PRICE OF THE SETTLEMENT SHARES

The Company would also make the following clarification regarding the issue price of the Settlement Shares as stated in the Announcement:

The issue price of the Settlement Shares of HK$0.174 represented:

(i) a premium of approximately 1.16% to the closing price of HK$0.172 per Share as quoted on the Stock Exchange on the Last Trading Date; and

(ii) a premium of approximately 6.88% to the average closing price of HK$0.1628 per Share as quoted on the Stock Exchange for the five trading days immediately preceding the date of the Settlement Deeds.

Save for the aforesaid, all other information set out in the Announcement remain unchanged.

By order of the board of directors of

SuperRobotics Holdings Limited

Mr. Su Zhenhui

Chairman and Executive Director

Hong Kong, 7 April 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.