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UBTECH ROBOTICS CORP LTD AGM Information 2026

Apr 15, 2026

51150_rns_2026-04-14_5516a3ab-352c-47bd-9d9c-409580982332.pdf

AGM 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 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.

UBTECH

UBTECH ROBOTICS CORP LTD

深圳市優必選科技股份有限公司

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

(Stock Code: 9880)

NOTICE OF THE 2025 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 annual general meeting of UBTECH ROBOTICS CORP LTD (the “Company”) will be convened and held at JIMU Conference Room, 25/F, Building C1, Nanshan Smart Park, No. 1001 Xueyuan Avenue, Nanshan District, Shenzhen, PRC on Thursday, May 7, 2026 at 4:00 p.m. (the “AGM”) to consider and, if thought fit, approve the following resolutions:

ORDINARY RESOLUTIONS

  1. Proposal on the Company’s 2025 Report of the Board of Directors: to consider and approve the Report of the Board (the “Board”) of Directors (the “Directors”) of the Company for 2025.
  2. Proposal on the Company’s Annual Report for 2025: to consider and approve the annual report of the Company for 2025.
  3. Proposal on the Appointment of PricewaterhouseCoopers Zhong Tian LLP as the Company’s External Auditor for 2026: to consider and approve the re-appointment of the auditor of the Company for 2026 and the authorisation of the Board to determine the specific matters, including but not limited to their remunerations, in relation to such re-appointment.
  4. Proposal on the Remuneration Scheme of the Directors of the Company: to consider and approve the authorisation of the Board to determine the remuneration of the Directors.
  5. Proposal on the Company’s 2025 Profit Distribution Plan: to consider and approve the Company’s 2025 profit distribution plan.

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  1. Proposal on the Confirmation of the Company’s Daily Related-party Transactions for 2025: to consider and approve the Company’s daily related-party transactions for 2025.

  2. Proposal on the Company’s 2025 Report on the Financial Accounts: to consider and approve the Company’s Report on the Financial Accounts for 2025.

  3. Proposal on the Company’s 2026 Financial Budget Report: to consider and approve the Company’s Financial Budget Report for 2026.

  4. Proposal on the Company’s Application for Credit Limit from the Relevant Banks: to consider and approve the Arrangement of Bank Credit and the legal representative of the Company (or his authorised representative) be and is hereby authorised to sign on behalf of the Company the relevant legal documents in connection with the Arrangement of Bank Credit within 12 months from the passing of this resolution.

SPECIAL RESOLUTION

  1. Proposal on the Granting of a General Mandate to the Board to Issue Shares: to consider and approve the granting of a general mandate to the Board during the Relevant Period 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), provided that the aggregate number of Shares so issued, allotted and dealt with shall not exceed 20% of each of the total number of Domestic Shares and/or H Shares of the Company in issue, respectively, as at the date of passing of such resolution.

  2. (i) To consider and approve the granting of a general mandate to the Board to repurchase H Shares of the Company within the repurchase mandate period. Grant to the Board of the Company during the Repurchase Mandate Period (as defined below) to, in accordance with all applicable laws and regulations of the PRC government or securities regulators, the Hong Kong Stock Exchange, the Securities and Futures Commission of Hong Kong or any other government or regulatory agencies, and on such terms as it deems fit, repurchase H shares not exceeding 10% of the total number of issued H Shares (excluding any treasury shares) as at the date of this resolution;

(ii) The Board be and is hereby authorised during the Relevant Period to do any or all of the following (including without limitation):

(a) on such terms as it deems fit, to exercise all the power of the Company to repurchase and cancel part of the issued H Shares of the Company, or to hold the repurchased H Shares as treasury shares or use them for equity incentives,

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on or off the Hong Kong Stock Exchange, including but not limited to, the Board shall formulate, adjust or terminate the specific plan for the repurchase of relevant Shares (including but not limited to the repurchase price, number of H Shares to be repurchased, timing of repurchase, period of repurchase, etc.) in accordance with relevant laws and regulations;

(b) it shall have full authority to handle all matters relating to the repurchase of H Shares and the cancellation of corresponding Shares, reduction of issued share capital, or the holding of corresponding Shares as treasury shares or use them for equity incentives;

(c) the Board may, based on the Company’s actual operation and its stock price performance, decide to implement or terminate specific share repurchase plans (if applicable);

(d) based on the actual situation of the H Share repurchase, to (1) cancel Shares, reduce the registered capital of the Company, revise the corresponding articles of the Articles of Association, notify the creditors of the Company and publish announcements and convene meetings of bondholders (if applicable) pursuant to the requirements of relevant laws and regulations and the Articles of Association, and handle relevant matters such as the change in registration and/or filing; or (2) hold the repurchased H Shares as treasury shares or use them for equity incentives. If the Company holds any H Shares as treasury shares, any sale or transfer of the H Shares as treasury shares or the use of such shares for equity incentives will be effected subject to and in accordance with the Listing Rules of the Hong Kong Stock Exchange and the applicable laws and regulations of the PRC;

(e) unless otherwise provided by the laws and regulations, the Board of the Company may further delegate the above authorisation to the authorised persons of the Company, to act jointly or severally to take full charge of the relevant matters in accordance with the specific share repurchase plans approved by the Board.

(iii) “Repurchase Mandate Period” refers to the period commencing from the date on which this resolution is considered and approved at the general meeting to the earlier of:

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

(b) the date on which the mandate granted under this resolution is revoked or varied by way of resolution at any general meeting of the Company.

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  1. Proposal on Providing Guarantees for Wholly-owned Subsidiaries and Indirect Subsidiaries: THAT the Arrangement of Guarantees be and are hereby approved and the legal representative of the Company (or his authorised representative) be and is hereby authorised to sign on behalf of the Company the relevant agreements in connection with the Arrangement of Guarantees within 12 months from the passing of this resolution.

By order of the Board
UBTECH ROBOTICS CORP LTD
深圳市優必選科技股份有限公司
Jian ZHOU
Chairman, Executive Director and Chief Executive Officer

Shenzhen, April 14, 2026

Notes:

  1. Individual shareholders who wish to attend the AGM 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 and form of proxy. 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. Any shareholder entitled to attend and vote at the AGM is entitled to appoint one or more person(s) (if the shareholder holds two or more issued shares of the Company (the "Share(s)")), whether (each of) such person is a shareholder of the Company or not, as his/her/its proxy or proxies to attend and vote on his/her/its behalf at the AGM.

The instrument appointing a proxy must be signed by the shareholder or his/her attorney duly authorised in writing. For a corporate shareholder, the proxy instrument must be affixed with the common seal or signed by its director or attorney duly authorised in writing.

If the power of attorney of the proxy is signed by the authorised person of the appointer under a power of attorney or other authorisation document(s) given by the appointer, such power of attorney or other authorisation document(s) shall be notarised and served at the same time as the power of attorney. To be valid, the form of proxy, together with a notarially certified copy of the power of attorney or other authorisation document(s), must be delivered to the H share registrar of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong (for H holders of H Shares), or the registered office of the Company at Room 2201, Building C1, Nanshan Smart Park, No. 1001 Xueyuan Avenue, Changyuan Community, Taoyuan Street, Nanshan District, Shenzhen, PRC (for holders of Domestic Shares) not later than 24 hours before the designated time for the holding of the AGM (i.e. not later than 4:00 p.m. on Wednesday, May 6, 2026) or any adjournment thereof (as the case may be).

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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. After the completion and return of the form of proxy and the power of attorney, you can attend and vote in person at the AGM or any adjournment thereof should you so wish. In this case, the power of attorney will be deemed to have been revoked.

  1. According to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), any vote of Shareholders at a general meeting must be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, the resolutions to be proposed at the AGM will be voted on by poll. Results of the poll voting will be posted on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ubtrobot.com) upon the conclusion of the AGM.

  2. Shareholders attending the AGM are responsible for their own transportation and accommodation expenses.

As at the date of this notice, the Board comprises (i) Mr. Zhou Jian, Mr. Liu Ming, Mr. Deng Feng and Dr. Xiong Youjun as executive directors; (ii) Mr. Xia Zuoquan, Mr. Zhou Zhifeng and Mr. Lu Kuan as non-executive directors; and (iii) Dr. He Jia, Dr. Yao Xin, Dr. Dong Xiuqin and Dr. Xiong Hui as independent non-executive directors.

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