UBTECH ROBOTICS CORP LTD — Share Issue/Capital Change 2024

Nov 26, 2024

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This announcement is for information purposes only and does not constitute an invitation or solicitation of an offer to acquire, purchase or subscribe for securities or an invitation to enter into an agreement to do any such things, nor is it calculated to invite any offer to acquire, purchase or subscribe for any securities.

This announcement is not for distribution, directly or indirectly, in or into the United States. This announcement does not constitute or form a part of any offer to sell or solicitation to purchase or subscribe for securities in the United States or in any other jurisdictions where such offer is unlawful. The securities mentioned in this announcement have not been, and will not be, registered under the United States Securities Act of 1933, as amended from time to time or any state securities laws of the United States and may not be offered or sold in the United States absent registration or an applicable exemption from registration. Any public offering of securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the Company making the offer and its management, as well as its financial statements. No public offering of securities is to be made by the Company in the United States.

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)

COMPLETION OF PLACING OF NEW H SHARES UNDER GENERAL MANDATE

Placing Agents

國泰君安國際

GAO/TAL JUNAN INTERNATIONAL

CITIC SECURITIES

TradeGo Markets

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Reference is made to the announcement of the Company dated November 20, 2024 (the "Announcement") in relation to, among other things, the Placing. Capitalized terms used but not otherwise defined herein shall have the same meanings as those defined in the Announcement.

COMPLETION OF THE PLACING

The Board is pleased to announce that completion of the Placing took place on November 26, 2024.

A total of 7,000,000 Placing Shares, representing (i) approximately 2.20% of the H Shares as enlarged by the allotment and issue of the Placing Shares and (ii) approximately 1.62% of the total number of Shares in issue as enlarged by the allotment and issue of the Placing Shares, have been successfully placed at the Placing Price of HK$83.88 per H Share to no less than six places. To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, (i) each of the places and their respective ultimate beneficial owners are third parties independent of, and not connected with, the Company and the connected persons of the Company; and (ii) none of the places has become a Substantial Shareholder of the Company immediately after the completion of the Placing.

PROCEEDS FROM THE PLACING

The Company received total net proceeds from the Placing (after deducting all related fees, costs and expenses to be borne or incurred by the Company) of approximately HK$551.88 million. The net issue price, after deducting such fees, costs and expenses, is therefore approximately HK$78.84 per Placing Share.

The Company intends to apply the net proceeds from the Placing for the Group's business operation and development (including, among other things, working capital, general corporate purposes and offshore and onshore investments) and repayment of amounts due (including principal and interests accrued thereon) under the credit facilities granted by the relevant financial institutions to the Group companies. The proceeds will be utilized by the Company and its subsidiaries.

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EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, the shareholding structure of the Company immediately before and after completion of the Placing is set out below:

	Immediately before completion of the Placing		Immediately after completion of the Placing
	Number of Shares	Approximate percentage of total issued Shares of the Company(1)	Number of Shares	Approximate percentage of total issued Shares of the Company(1)
Domestic Shares
Substantial Shareholders	55,234,743	13.01%	55,234,743	12.80%
Domestic Shares held by other holders of Domestic Shares	57,605,221	13.57%	57,605,221	13.34%
	112,839,964	26.58%	112,839,964	26.14%
H Shares
Substantial Shareholders	152,910,000	36.01%	152,910,000	35.43%
H Shares held by core connected persons	5,689,857	1.34%	5,689,857	1.32%
Placees(2)	-	-	7,000,000	1.62%
H Shares held by other public holders of H Shares	153,183,003	36.07%	153,183,003	35.49%
	311,782,860	73.42%	318,782,860	73.86%
Total	424,622,824	100.00%	431,622,824	100.00%

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Notes:

(1) Certain amounts and percentage figures included in the table above have been subject to rounding adjustments, and any discrepancy between the total amount and the arithmetical sum of the amounts listed is due to rounding.

(2) None of the Placees has become a Substantial Shareholder of the Company immediately after the completion of the Placing.

By order of the Board
UBTECH ROBOTICS CORP LTD
Jian ZHOU
Chairman, Executive Director and Chief Executive Officer

Shenzhen, the PRC, November 26, 2024

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.