UBTECH ROBOTICS CORP LTD — Share Issue/Capital Change 2025

Feb 20, 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.

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)

PLACING OF NEW H SHARES UNDER GENERAL MANDATE

Placing Agents

C

國泰君安國際

GUOTAI JUNAN INTERNATIONAL

CITIC SECURITIES

TradeGo Markets

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THE PLACING

The Board is pleased to announce that on February 20, 2025 (before trading hours of the Stock Exchange), the Company and the Placing Agents entered into the Placing Agreement, pursuant to which the Company has agreed to appoint the Placing Agents, and the Placing Agents have agreed to act as agents of the Company on a several (but not joint nor joint and several) basis to procure subscribers, on a best effort basis, to subscribe for a total of 10,155,099 new H Shares at the Placing Price upon the terms and subject to the conditions set out in the Placing Agreement.

The Placing Shares represent approximately 2.35% of the Company’s issued share capital as at the date of this announcement and approximately 2.30% of the Company’s issued share capital as enlarged by the allotment and issue of the Placing Shares (assuming that there is no change in the issued share capital of the Company from the date of this announcement to completion of the Placing save for the allotment and issue of the Placing Shares).

The Placing Shares are expected to be placed to no less than six places, who, together with their respective ultimate beneficial owners, are third parties independent of, and not connected with, the Company and the connected persons of the Company.

The Placing Shares will be allotted and issued under the General Mandate.

Application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Placing Shares.

As completion of the Placing is subject to the fulfillment of certain conditions precedent and the Placing Agents’ termination rights, the Placing may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

THE PLACING

The Board is pleased to announce that on February 20, 2025 (before trading hours of the Stock Exchange), the Company and the Placing Agents entered into the Placing Agreement, pursuant to which the Company has agreed to appoint the Placing Agents, and the Placing Agents have agreed to act as agents of the Company on a several (but not joint nor joint and several) basis to procure subscribers, on a best effort basis, to subscribe for a total of 10,155,099 new H Shares at the Placing Price upon the terms and subject to the conditions set out in the Placing Agreement.

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THE PLACING AGREEMENT

The principal terms of the Placing Agreement are set out below:

Date

February 20, 2025 (before trading hours of the Stock Exchange)

Parties

(i) The Company; and
(ii) the Placing Agents (each as an overall coordinator and a capital market intermediary).

To the best of the knowledge, information and belief of the Directors and the Placing Agents, having made all reasonable enquiries, each of the Placing Agents is independent of, and not connected with, the Company and connected persons of the Company.

Number of Placing Shares

The Company has agreed to appoint the Placing Agents, and the Placing Agents have agreed to act as agents of the Company on a several (but not joint nor joint and several) basis to procure subscribers, on a best effort basis, to subscribe for a total of 10,155,099 new H Shares at the Placing Price upon the terms and subject to the conditions set out in the Placing Agreement.

The Placing Shares, having an aggregate nominal value of RMB10,155,099 based on a nominal value of RMB1.00 per Placing Share, represent approximately 2.35% of the issued share capital of the Company as at the date of this announcement and approximately 2.30% of the Company's issued share capital as enlarged by the allotment and issue of the Placing Shares (assuming that there is no change in the issued share capital of the Company from the date of this announcement to completion of the Placing save for the allotment and issue of the Placing Shares).

Placing Price

The Placing Price is HK$90.00 per H Share and represents:

(i) a discount of approximately 8.54% to the closing price of HK$98.40 per H Share as quoted on the Stock Exchange on February 19, 2025, being the Last Trading Day and the date on which the Placing Price is fixed;

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(ii) a premium of approximately 12.68% to the average closing price of HK$79.87 per H Share as quoted on the Stock Exchange for the last five consecutive trading days immediately prior to (but excluding) the Last Trading Day; and

(iii) a premium of approximately 24.43% to the average closing price of HK$72.33 per H Share as quoted on the Stock Exchange for the last twenty consecutive trading days immediately prior to (but excluding) the Last Trading Day.

The Placing Price was determined and negotiated on an arm’s length basis between the Company and the Placing Agents and with reference to the market conditions and the prevailing market price of the H Shares. The Directors consider that the Placing Price and the terms and conditions of the Placing Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Rights of the Placing Shares

The Placing Shares, when issued pursuant to the Placing Agreement, will be fully paid and will rank pari passu in all aspects with the other H Shares then in issue free from all liens, charges and encumbrances, and together with all rights attaching to them as at the date of issue of the Placing Shares, including the right to receive all dividends declared, made or paid on or after the date of issue of the Placing Shares.

Placees

The Placing Shares are expected to be placed to no less than six placees, who, together with their respective ultimate beneficial owners, are third parties independent of, and not connected with, the Company and the connected persons of the Company.

It is not expected that any placee will become a substantial shareholder of the Company immediately upon completion of the Placing.

Conditions of the Placing

Completion of the Placing is conditional upon the fulfilment or waiver (if applicable) of the following conditions:

(i) the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Placing Shares and such listing and permission not subsequently being revoked prior to the delivery of the definitive share certificate(s) representing the Placing Shares;

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(ii) save for the filing of the CSRC Filings, approvals, permissions, actions, authorizations and filings required for the performance by the Company of its obligations under the Placing Agreement and the matters contemplated thereunder having been obtained and being in full force and effect;

(iii) the Company being able to issue the Placing Shares pursuant to the General Mandate;

(iv) the Company’s representations and warranties made pursuant to this Agreement remaining true and accurate and not misleading;

(v) the Placing Agents having received the final draft or substantially complete draft of the CSRC Filings and legal opinion of counsel for the Company as to the PRC laws in relation to the CSRC Filings, such drafts to be in form and substance reasonably satisfactory to the Placing Agents;

(vi) the Company having complied with all of the agreements and undertakings and satisfied all of the conditions on its part to be complied with or satisfied under the Placing Agreement on or before the Completion Date;

(vii) on or after the date of the Placing Agreement, no suspension (other than suspension as a result of the Placing) or material limitation in trading in the H Shares for two consecutive days having occurred on the Stock Exchange; and

(viii) none of the termination events referred to in the Placing Agreement having occurred.

Save for conditions (iv) to (viii) above, which are waivable by the Placing Agents, all other conditions above are not waivable at all time. In the event of any of the conditions referred to above not having been fulfilled or not waived (as the case may be) on or prior to 4:00 p.m. (Hong Kong time) on February 27, 2025 or such later time as may be agreed in writing between the Company and the Placing Agents, all rights, obligations and liabilities of the parties in relation to the Placing shall cease and determine and none of the parties shall have any claim against any other, save for antecedent breaches.

Application for listing of the Placing Shares

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Placing Shares.

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Completion

Conditional upon fulfillment (or waiver as applicable) of all of the conditions set out above, Completion shall take place on the Business Day upon which the last condition precedent to the Completion of the Placing as set out above to be satisfied shall have been satisfied, provided that the Completion Date shall take place on a date not later than five Business Days after the date of the Placing Agreement, or at such other time and/or date as may be mutually agreed in writing between the Placing Agents and the Company and in compliance with the Listing Rules.

CSRC Filings

The Company shall complete the CSRC Filings in connection with the Placing.

General mandate to allot and issue the Placing Shares

The Placing Shares will be allotted and issued under the General Mandate, pursuant to which the Directors are authorised to allot and issue up to 23,635,099 new H Shares, representing 20% of the number of issued H Shares as at May 21, 2024.

As at the date of this announcement, the Directors have exercised their power to allot and issue in aggregate of 13,480,000 new H Shares pursuant to such General Mandate pursuant to the Previous Placing Agreements. For details, please refer to the announcements of the Company dated August 1, 2024 and August 8, 2024 (the "First Placing Announcements"), the announcements of the Company dated October 23, 2024 and October 29, 2024 (the "Second Placing Announcements") and the announcements of the Company dated November 20, 2024 and November 26, 2024 (the "Third Placing Announcements"). Accordingly, 10,155,099 H Shares remains available for issuance under such General Mandate. After taking into account the number of the Placing Shares, the allotment and issue of the Placing Shares will fall within the limit of the General Mandate. Accordingly, the allotment and issue of the Placing Shares is not subject to further approval of the Shareholders.

LOCK-UP UNDERTAKINGS BY THE COMPANY

The Company shall not, without the prior written consent of the Placing Agents, (i) effect or arrange or procure placement of, allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe for, or enter into any transaction which is designed to, or might reasonably be expected to, result in any of the aforesaid (whether by actual disposition or effective economic disposition due to cash settlement or otherwise), directly or indirectly, any equity securities of the Company or any securities convertible into, or exercisable, or exchangeable for, equity securities of the Company, or (ii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of such Shares,

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whether any such transaction described in (i) or (ii) above is to be settled by delivery of Shares or such other securities, in cash or otherwise, or (iii) publicly announce an intention to effect any such transaction, for a period beginning on the date of the Placing Agreement and ending on the date which is 30 days after the Completion Date, or such shorter period as otherwise agreed in writing by the Company and the Placing Agents.

EFFECT ON THE SHAREHOLDING STRUCTURE

To the best of the Directors' knowledge, information and belief after having made all reasonable enquiries, the shareholding structure of the Company as at the date of this announcement and immediately after completion of the Placing is set out below (assuming there is no change to the issued share capital of the Company from the date of this announcement up to the Completion Date save for the allotment and issue of the Placing Shares):

Domestic Shares	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)
Substantial shareholders (as defined in the Listing Rules)	55,234,743	12.80%	55,234,743	12.50%
Domestic Shares held by other holders of Domestic Shares	57,605,221	13.35%	57,605,221	13.04%
	112,839,964	26.14%	112,839,964	25.54%
H Shares
Substantial shareholders (as defined in the Listing Rules)	152,910,000	35.43%	152,910,000	34.61%
H Shares held by core connected persons	5,689,857	1.32%	5,689,857	1.29%
Placees(2)	-	-	10,155,099	2.30%
H Shares held by other public holders of H Shares	160,183,003	37.11%	160,183,003	36.26%
	318,782,860	73.86%	328,937,959	74.46%
Total	431,622,824	100.00%	441,777,923	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 is a substantial shareholder as at the date of this announcement, and it is expected that none of the Placees will become a substantial shareholder of the Company immediately upon the completion of the Placing.

EQUITY FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTH PERIOD

The Company conducted the Global Offering in December 2023. The net proceeds from the Global Offering and the partial exercise of the Over-allotment Option (as defined in the Prospectus) amounted to approximately HK$931.21 million, after deducting the underwriting fees and other related expenses payable by the Company in connection with the Global Offering and the partial exercise of the Over-allotment Option.

As of April 30, 2024, the Company had utilized approximately HK$155.78 million of the proceeds from the initial public offering of H Shares in total in accordance with the intended use set out in the Prospectus (save for the change in use of net proceeds of approximately HK$25.34 million from the partial exercise of the Over-allotment Option for working capital and other general corporate purposes as disclosed in the Company's announcement dated January 22, 2024), with the unused portion of the proceeds (the "Unused Proceeds") amounting to approximately HK$775.43 million. On May 15, 2024, the Company has announced the change in use of the Unused Proceeds (the "May Announcement"). The Company had utilized, and expected to utilize, the Unused Proceeds in accordance with the intended use and the corresponding allocation of the Unused Proceeds as previously disclosed in the May Announcement. For more details of the utilization of the net proceeds from the Global Offering as of April 30, 2024, please refer to the May Announcement.

As of June 30, 2024, the Company had utilized approximately HK$483.45 million of the proceeds from initial public offering of H Shares for the six months ended June 30, 2024. For more details of the utilization of the net proceeds from the Global Offering as of June 30, 2024, please refer to the interim results announcement of the Company for the six months ended June 30, 2024.

Subsequent to the completion of the Global Offering and the partial exercise of the Over-allotment Option, the Company conducted placing of new H Shares under the General Mandate by allotting and issuing 1,420,000 new H Shares pursuant to the General Mandate under the First Placing Agreement (the "First Placing"), 5,060,000 new H Shares pursuant to the General Mandate under the Second Placing Agreement (the "Second Placing") and 7,000,000 new H Shares pursuant to the General Mandate under the Third Placing Agreement (the "Third Placing").

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The net proceeds from the First Placing amounted to approximately HK$121.85 million after deducting all related fees, costs and expenses to be borne or incurred by the Company in connection with the First Placing. The Company intended to apply the net proceeds from the First 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 would be utilized by the Company and its subsidiaries. As of the date of the announcement, the Company had utilized entirely the net proceeds from the First Placing in accordance with the intended use of proceeds as set out in the First Placing Announcements.

The net proceeds from the Second Placing amounted to approximately HK$407.73 million after deducting all related fees, costs and expenses to be borne or incurred by the Company in connection with the Second Placing. The Company intended to apply the net proceeds from the Second 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 would be utilized by the Company and its subsidiaries. As of the date of the announcement, the Company had utilized entirely the net proceeds from the Second Placing in accordance with the intended use of proceeds as set out in the Second Placing Announcements.

The net proceeds from the Third Placing amounted to approximately HK$551.88 million after deducting all related fees, costs and expenses to be borne or incurred by the Company in connection with the Third Placing. The Company intended to apply the net proceeds from the Third 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 would be utilized by the Company and its subsidiaries. As of the date of the announcement, the Company had utilized HK$334.94 million of the net proceeds from the Third Placing in accordance with the intended use of proceeds as set out in the Third Placing Announcements. The remaining unutilized HK$216.94 million of the net proceeds from the Third Placing will be used in accordance with the intended use of proceeds as set out in the Third Placing Announcements.

Save for the aforementioned, there is no other fundraising activity in the 12 months immediately before the date of this announcement.

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REASONS FOR AND BENEFITS OF THE PLACING

The Group is principally engaged in design, production, commercialization, sales and marketing and research development (R&D) of smart service robotic products and services. The Group's offerings ranging from consumer-level robots and appliances, enterprise-level smart service robotic products and services tailored for education, logistics and other sectors, are equipped to different extents with smart features that sense, interact, analyze and process human instructions and external environment such as mapping, temperature measurement and facial recognition.

The Directors consider that the Placing represents an opportunity to replenish capital for continuous optimization and iteration and future large-scale commercialisation in the global market of the products of the Group while broadening its Shareholders and capital base.

The Directors are of the view that the Placing would strengthen the financial position of the Group and provide more efficient funding support to the Group. The Directors consider that the terms of the Placing Agreement (including the Placing Price) are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

USE OF PROCEEDS FROM THE PLACING

The gross proceeds and net proceeds to be received by the Company from the Placing, after deducting related fees and expenses, are estimated to be approximately HK$913.96 million and approximately HK$876.32 million, respectively, representing a net issue price of approximately HK$86.29 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, offshore and onshore investments, and project construction and renovation) 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.

As completion of the Placing is subject to the fulfillment of certain conditions precedent and the Placing Agents' termination rights, the Placing may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

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DEFINITIONS

In this announcement, the following expressions shall have the following meanings unless the context otherwise requires:

"Board"
board of Directors

"Business Day(s)"
any day(s) (excluding Saturdays, Sundays and public holidays in Hong Kong) on which licensed banks generally are open for general banking business in Hong Kong and the Stock Exchange is open for trading of securities in Hong Kong

"Completion"
completion of the Placing

"Completion Date"
the Business Day upon which the last condition precedent to the Completion of the Placing as set out above to be satisfied shall have been satisfied, provided that the Completion Date shall take place on a date not later than five Business Days after the date of the Placing Agreement, or at such other time and/or date as may be mutually agreed in writing between the Placing Agents and the Company and in compliance with the Listing Rules

"Company"
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 PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 9880)

"connected person(s)"
has the same meaning ascribed to it under the Listing Rules

"CSRC"
the China Securities Regulatory Commission

"CSRC Filings"
the CSRC Filing Report (including any amendments, supplements and/or modifications thereof) and any relevant supporting materials to be submitted to the CSRC

"CSRC Filing Report"
the filing report prepared and submitted by the Company in relation to the Placing and any transactions contemplated by the Placing Agreement to the CSRC

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

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"Domestic Share(s)"
ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and paid for in RMB

"First Placing Agreement"
the placing agreement relating to the placing of a total of 1,420,000 new H Shares with a nominal value of RMB1.00 each in the issued share capital of the Company at the placing price of HK$92.00 for each H Share entered into between the Company, Guotai Junan Securities (Hong Kong) Limited and TradeGo Markets Limited dated August 1, 2024

"General Mandate"
the unconditional general mandate granted to the Directors to allot, issue and deal with additional H Shares of up to 20% of the then total number of H Shares in issue (i.e. up to 23,635,099 new H Shares) pursuant to a resolution of the Shareholders passed at the annual general meeting of the Company held on May 21, 2024

"Global Offering"
the Hong Kong Public Offer and International Placing (each as defined in the Prospectus)

"Group"
the Company and its subsidiaries

"HK$"
Hong Kong dollar, the lawful currency of Hong Kong

"Hong Kong"
the Hong Kong Special Administrative Region of the PRC

"H Share(s)"
the overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and traded in Hong Kong dollars and listed on the main board of the Stock Exchange

"Last Trading Day"
February 19, 2025, being one prior trading day for the H Shares prior to the date of the Placing Agreement

"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange

"Placing"
the placing of the Placing Shares by the Placing Agents to places at the Placing Price pursuant to the Placing Agreement

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"Placing Agents"
Guotai Junan Securities (Hong Kong) Limited, CLSA Limited and TradeGo Markets Limited

"Placing Agreement"
the placing agreement entered into between the Company and the Placing Agents dated February 20, 2025 in relation to the Placing under the General Mandate

"Placing Price"
HK$90.00 per Placing Share

"Placing Shares"
10,155,099 new H Shares to be placed by the Placing Agents pursuant to the Placing Agreement

"PRC"
The People’s Republic of China (excluding, for the purposes of this announcement, Hong Kong, the Macau Special Administrative Region and Taiwan)

"Previous Placing Agreements"
the First Placing Agreement, the Second Placing Agreement and the Third Placing Agreement

"Prospectus"
the prospectus in connection with the Global Offering issued by the Company dated December 19, 2023

"RMB"
Renminbi, the lawful currency of the PRC

"Second Placing Agreement"
the placing agreement relating to the placing of a total of 5,060,000 new H Shares with a nominal value of RMB1.00 each in the issued share capital of the Company at the placing price of HK$86.18 for each H Share entered into between the Company, Guotai Junan Securities (Hong Kong) Limited, CLSA Limited and TradeGo Markets Limited dated October 23, 2024

"Securities Act"
the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder

"SFC"
the Securities and Futures Commission of Hong Kong

"Shares"
Domestic Share(s) and/or H Share(s)

"Shareholder(s)"
registered holder(s) of the share(s) of the Company

"Stock Exchange"
The Stock Exchange of Hong Kong Limited

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"Substantial Shareholders"
has the meaning ascribed to it under the Listing Rules and in the context of this announcement, means a person who is entitled to exercise or control the exercise of, 10% or more of the relevant class of issued Shares

"Third Placing Agreement"
the placing agreement relating to the placing of a total of 7,000,000 new H Shares with a nominal value of RMB1.00 each in the issued share capital of the Company at the placing price of HK$83.88 for each H Share entered into between the Company, Guotai Junan Securities (Hong Kong) Limited, CLSA Limited and TradeGo Markets Limited dated November 20, 2024

"United States" or "U.S."
has the meaning ascribed to it under Rule 902 of Regulation S under the Securities Act

"%)
per cent

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

Shenzhen, the PRC, February 20, 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.

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