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UBTECH ROBOTICS CORP LTD Share Issue/Capital Change 2025

Mar 30, 2025

51150_rns_2025-03-30_f72382ad-60bf-415e-8d29-c166db40ccc7.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.

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)

INSIDE INFORMATION

PROPOSED APPLICATION FOR THE H SHARE FULL CIRCULATION

This announcement is made by UBTECH ROBOTICS CORP LTD (the "Company") pursuant to Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Reference is made to the Guidelines on Application for "Full Circulation" of Domestic Unlisted Shares of H-share Companies (《H股公司境內未上市股份申請“全流通”業務指引》) issued by the CSRC on November 14, 2019 and further amended on August 10, 2023 (the "Guidelines"), and the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (《境內企業境外發行證券和上市管理試行辦法》) issued by the CSRC on 17 February 2023 regarding the procedures to apply for full circulation of shares by companies whose H shares are listed on the Stock Exchange.

In view of the Guidelines, on March 30, 2025, the Board has considered and approved the proposed H Share Full Circulation. Upon obtaining all relevant approvals (including the filing notice by the CSRC and the approval of the Stock Exchange) and having complied with all applicable laws, rules and regulations, such 5,453,931 Domestic Shares will be converted into H Shares and the Company will apply to the Stock Exchange for the listing of, and permission to deal in, such H Shares on the Main Board of the Stock Exchange.

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Pursuant to the Articles of Association of the Company, approval from the Shareholders will be required for the proposed H Share Full Circulation. The proposed H Share Full Circulation is subject to the fulfilment of the following conditions:

(1) the approval of the proposed H Share Full Circulation having been obtained at the EGM;

(2) the grant of authorization to the Board and its delegated persons to handle matters relating to the H Share Full Circulation (the “Authorization”) having been obtained at the EGM;

(3) the approval of the proposed H Share Full Circulation by the relevant administrative and regulatory authority (i.e. the CSRC) having been obtained; and

(4) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the H shares converted from the H Share Full Circulation.

As of the date of this announcement, none of the aforesaid conditions have been satisfied. Details of the implementation plan of the H Share Full Circulation are still subject to internal approval process of certain Participating Shareholders and the Company has not submitted the filing application to the CSRC. The Company will make further announcement(s) on the progress of the H Share Full Circulation in accordance with the Inside Information Provisions and/or the requirements of the Listing Rules.

The Company will convene and hold an EGM for the Shareholders to consider and, if thought fit, approve the proposed H Share Full Circulation and the Authorization.

CLARIFICATION ON THE RECORD DATE ANNOUNCEMENT

Reference is made to the announcement of the Company dated March 25, 2025 in relation to the record date for the EGM (the “Record Date Announcement”). The Company wishes to clarify that there was an inadvertent error in the Record Date Announcement, which shall be amended as follows: “... In order to be eligible to attend and vote at the EGM, holders of H Shares must lodge all completed transfer documents accompanied by the relevant share certificates with the Company’s H Share Registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong on or before 4:30 p.m. on Wednesday, April 9, 2025”. Save as clarified above, all other information contained in the Record Date Announcement remains unchanged.

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The record date for determining the entitlement of the Shareholders to attend and vote at the EGM will be on Wednesday, April 9, 2025. For the purpose of determining the entitlement of the Shareholders to attend and vote at the EGM, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with 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 Shareholders), no later than 4:30 p.m. on Wednesday, April 9, 2025.

A circular containing, among other matters, details of the proposed H Share Full Circulation and the Authorization together with the notice of the EGM, will be despatched to the Shareholders in due course.

As the proposed H Share Full Circulation are subject to certain conditions and other relevant procedures as required by the CSRC and the Stock Exchange. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

DEFINITIONS

The following terms have the following meanings in this announcement unless the context otherwise requires:

"Articles of Association" the articles of association of the Company as amended from time to time

"Board" the board of Directors of the Company

"Company" UBTECH ROBOTICS CORP LTD (深圳市優必選科技股份有限公司) (formerly known as Shenzhen UBTECH Technology Co., Ltd.* (深圳市優必選科技有限公司)), a limited liability company established under the laws of the PRC on March 31, 2012 and converted into a joint stock company with limited liability on March 29, 2019, the H Shares of which are listed on the Stock Exchange (stock code: 9880)

"CSRC" The China Securities Regulatory Commission

"Director(s)" the director(s) of the Company

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“Domestic Share(s)”
ordinary share(s) in the share capital of our Company, with a nominal value of RMB1.00 each, which are subscribed for and paid up in Renminbi and are unlisted Shares which are currently not listed or traded on any stock exchange

“EGM”
the 2025 first extraordinary general meeting of the Company (or any adjournment thereof) to be convened for the purpose of considering and, if thought fit, approving, among other things, the proposed H Share Full Circulation

“Group”
the Company and its subsidiaries

“H Share(s)”
ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which is/are listed on the Main Board of the Stock Exchange and subscribed for and traded in Hong Kong dollars

“H Share Full Circulation”
the proposed conversion of 5,453,931 Domestic Shares held by the Participating Shareholders into H Shares and the listing and circulation of such Shares on the Main Board of the Stock Exchange

“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time

“Participating Shareholders”
the Shareholders who participate in the proposed H Share Full Circulation

“PRC”
the People’s Republic of China

“RMB”
Renminbi, the lawful currency of the PRC


"Share(s)" Domestic Share(s) and H Share(s)

"Shareholder(s)" the holder(s) of Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

“%” per cent

By order of the Board

UBTECH ROBOTICS CORP LTD

Jian ZHOU

Chairman, Executive Director and Chief Executive Officer

Shenzhen, the PRC, March 30, 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.

  • For identification purposes only

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