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UBTECH ROBOTICS CORP LTD — Board/Management Information 2025
Feb 21, 2025
51150_rns_2025-02-21_8a5bf4af-62c0-48fe-934d-acafe72e4d16.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.
UBTECH
UBTECH ROBOTICS CORP LTD
深圳市優必選科技股份有限公司
(A joint stock company established in the People's Republic of China with limited liability)
(Stock Code: 9880)
CHANGE OF JOINT COMPANY SECRETARY, AUTHORIZED REPRESENTATIVE AND PROCESS AGENT; WAIVER FROM STRICT COMPLIANCE WITH RULES 3.28 AND 8.17 OF THE LISTING RULES AND CHANGE OF PRINCIPAL PLACE OF BUSINESS IN HONG KONG
CHANGE OF JOINT COMPANY SECRETARY, AUTHORIZED REPRESENTATIVE AND PROCESS AGENT
The board (the "Board") of directors (the "Directors") of UBTECH ROBOTICS CORP LTD (the "Company") hereby announces that Ms. Ng Wai Kam ("Ms. Ng") has resigned as a joint company secretary of the Company (the "Joint Company Secretary") and has ceased to act as an authorised representative of the Company (the "Authorised Representative") under Rule 3.05 of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and the authorised representative for the purpose of accepting service of process and notices on behalf of the Company in Hong Kong under Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and under Rule 19A.13(2) of the Listing Rules (the "Process Agent"), each with effect from February 21, 2025.
Ms. Ng has confirmed that she has no disagreement with the Board and there is no matter relating to her resignation which needs to be brought to the attention of the Stock Exchange and the shareholders of the Company.
The Board would like to take this opportunity to express its sincere gratitude to Ms. Ng for her contribution to the Company during the tenure of her service.
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The Board further announces that Ms. Jian Xuegen (“Ms. Jian”) has been appointed as the Joint Company Secretary, Authorised Representative and Process Agent with effect from February 21, 2025. Mr. Zhang Ju (“Mr. Zhang”) will continue to act as the other Joint Company Secretary.
The biographical details of Mr. Zhang and Ms. Jian are set out below:
Mr. Zhang Ju, is the deputy general manager, the chief financial officer and the secretary to the Board. He is mainly responsible for the overall finance and accounting functions and the Board and capital markets affairs of the Company and its subsidiaries (collectively, the “Group”). Mr. Zhang obtained a bachelor of economics in international accounting from Shenzhen University (深圳大學) in the PRC in June 1998. He then obtained a master of science in accounting and finance from The University of Manchester Institute of Science and Technology and the University of Manchester in England in November 2003. Mr. Zhang has served as a director, chief financial officer and secretary to the board of directors for several companies, with over 25 years of experience in financial accounting, corporate governance, and capital market operations.
Ms. Jian is currently an assistant vice president of SWCS Corporate Services Group (Hong Kong) Limited. Ms. Jian obtained her bachelor’s degree of accounting from the South China University of Technology in July 2008. She is a member of the Hong Kong Institute of Certified Public Accountants. She is also a member of the Chinese Institute of Certified Public Accountants. Ms. Jian has over 14 years of experience in accounting, finance, and the corporate secretary field.
WAIVER FROM STRICT COMPLIANCE WITH RULES 3.28 AND 8.17 OF THE LISTING RULES
Reference is made to the appointment of Mr. Zhang as one of the Joint Company Secretaries and the waiver (the “Waiver”) granted to the Company by the Stock Exchange from strict compliance with the requirements of Rules 3.28 and 8.17 of the Listing Rules in relation to the eligibility of Mr. Zhang to act as the Joint Company Secretary for a period of three years from the date of the Company’s listing, i.e. December 29, 2023 to December 28, 2026 (the “Waiver Period”), on the condition that the Company appoints Ms. Ng, who meets the requirements under Note 1 to Rule 3.28, as a joint company secretary, to assist Mr. Zhang in discharging his functions as a joint company secretary and in gaining the relevant experience as required under Rule 3.28. The Waiver will be revoked immediately if, among other things, Ms. Ng, during the three-year period, ceases to provide assistance to Mr. Zhang.
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Given the aforementioned condition of the Waiver could no longer be fulfilled following the resignation of Ms. Ng, the Company has applied to the Stock Exchange for, and the Stock Exchange has granted a new waiver (the “New Waiver”) to the Company from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules for a period from the date of appointment of Ms. Jian as the Joint Company Secretary to December 28, 2026 (the “Remaining Waiver Period”) in relation to the eligibility of Mr. Zhang to act as a Joint Company Secretary. The New Waiver is granted on the conditions that:
(i) Mr. Zhang must be assisted by Ms. Jian as a joint company secretary throughout the Remaining Waiver Period; and
(ii) this New Waiver could be revoked if there are material breaches of the Listing Rules by the Company.
Before the end of the Remaining Waiver Period, the Company must demonstrate and seek the Stock Exchange’s confirmation that Mr. Zhang, having had the benefit of Ms. Jian’s assistance during the Remaining Waiver Period, has attained the relevant experience and is capable of discharging the functions of company secretary under Rule 3.28 of the Listing Rules such that a further waiver will not be necessary. The Stock Exchange may withdraw or change the New Waiver if the Company’s situation changes.
The Board would like to take this opportunity to welcome Ms. Jian on her new appointment.
CHANGE OF PRINCIPAL PLACE OF BUSINESS IN HONG KONG
The Board further announces that the principal place of business in Hong Kong of the Company has been changed to 40th Floor, Dah Sing Financial Centre, No. 248 Queen’s Road East, Wanchai, Hong Kong with effect from February 21, 2025.
By order of the Board
UBTECH ROBOTICS CORP LTD
Jian ZHOU
Chairman, Executive Director and Chief Executive Officer
Shenzhen, February 21, 2025
As at the date of this announcement, the Board comprises (i) Mr. Zhou Jian, Mr. Xiong Youjun, Ms. Wang Lin and Mr. Liu Ming as executive directors; (ii) Mr. Xia Zuoquan, Mr. Zhou Zhifeng and Mr. Chen Qiang as non-executive directors; and (iii) Mr. Zhao Jie, Mr. Xiong Chuxiong, Mr. Poon Fuk Chuen and Mr. Leung Wai Man, Roger as independent non-executive directors.