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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited
(the “Stock Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”)
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.
Unless otherwise defined herein, capitalised terms used in this announcement shall have the
same meanings as those defined in the prospectus dated 24 May 2024 (the “Prospectus”)
issued by UBoT Holding Limited (the “Company”).
This announcement is for information purposes only and does not constitute an offer or an
invitation to induce an offer by any person to acquire, purchase or subscribe for securities.
Potential investors should read the Prospectus for detailed information about the Public Offer
and the Placing described below before deciding whether or not to invest in the Offer Shares.
This announcement is not for release, publication, distribution, directly or indirectly, in or
into the United States (including its territories and possessions, any state of the United States
and the District of Columbia) or any other jurisdiction where such distribution is prohibited
by law. This announcement does not constitute or form a part of any offer or solicitation to
purchase or subscribe for securities in the United States, Hong Kong or elsewhere. The Offer
Shares have not been, and will not be, registered under the United States Securities Act of
1933, as amended from time to time (the “U.S. Securities Act”), or any state securities laws
of the United States. The securities may not be offered or sold in the United States except
pursuant to registration or an exemption from, or in a transaction that is not subject to, the
registration requirements of the U.S. Securities Act. There will be no public offer of securities
of the Company in the United States.
Potential investors of the Offer Shares should note that the Overall Coordinator (for itself
and on behalf of the Public Offer Underwriters) shall be entitled to terminate the Public Offer
Underwriting Agreement with immediate effect upon the occurrence of any of the events set
out in the section headed “Underwriting – Underwriting arrangements and expenses – Public
Offer – Grounds for termination” in the Prospectus at any time prior to 8:00 a.m. (Hong
Kong time) on the Listing Date (which is currently expected to be on Monday, 3 June 2024).


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UBoT Holding Limited
ʮ̡
(Incorporated in the CaymanI slands with limitedl iability)
(Stock code: 8529)
LISTING ON GEM OF
THE STOCK EXCHANGE OF HONG KONG LIMITED
BY WAY OF SHARE OFFER
Number of Offer Shares
under the Share Offer
: 125,000,000 Shares (subject to the Offer
Size Adjustment Option)
Number of Public Offer Shares : 12,500,000 Shares (subject to reallocation)
Number of Placing Shares : 112,500,000 Shares (subject to
reallocation and the Offer Size
Adjustment Option)
Offer Price : Not more than HK$0.60 per Offer
Share and expected to be not less than
HK$0.50 per Offer Share (payable in
full on application, subject to refund,
plus brokerage fee of 1.00%, SFC
transaction levy of 0.0027%, AFRC
transaction levy of 0.00015% and Stock
Exchange trading fee of 0.00565%)
Nominal value : HK$0.001 per Share
Stock code : 8529
Sole Sponsor
Overall Coordinator
Joint Global Coordinators
Joint Bookrunners and Joint Lead Managers


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UBOT HOLDING LIMITED  優博控股有限公司
ANNOUNCEMENT OF FINAL OFFER PRICE AND
ALLOTMENT RESULTS
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same meanings
as those defined in the prospectus dated 24 May 2024 (the “Prospectus”) issued by UBoT Holding Limited
(the “Company”).
Warning: In view of high concentration of shareholding in a small number of Shareholders,
Shareholders and prospective investors should be aware that the price of the Shares could move
substantially even with a small number of Shares traded and should exercise extreme caution when
dealing in the Shares.

SUMMARY

Company information
Stock code  8529
Stock short name  UBOT HOLDING
Dealings commencement date  3 June 2024*
*see note at the end of the announcement

Price Information
Final Offer Price  HK$0.500
Offer Price Range HK$0.500 - HK$0.600
Offer Price Adjustment exercised  No

Offer Shares and Share Capital
Number of Offer Shares  137,500,000
Number of Offer Shares in Public Offer (after reallocation) 62,500,000
Number of offer shares in Placing (after Offer Size
Adjustment Option and reallocation)
75,000,000
Number of issued shares upon Listing  512,500,000

The number of offer shares above is determined after taking into account the additional 12,500,000 shares,
representing 10% of the total number of Offer Shares , issued under the following Offer Size Adjustment
Option

Offer Size Adjustment Option (Upsize option)
Number of additional shares issued under the option  12,500,000
- Public Offer  0
- Placing  12,500,000
The Offer Size Adjustment Option was exercised in part, pursuant to which the Company issued and
allotted 12,500,000 additional Offer Shares, representing approximately 10.00% of the total number of
Offer Shares initially available under the Share Offer, at the final Offer Price.

Over-allocation
No. of Offer Shares over-allocated  0


Proceeds
Gross proceeds (Note)  HK$68.75 million


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Less: Estimated listing expenses payable based on Final
Offer Price
HK$(37.40) million
Net proceeds  HK$31.35 million

Note: Gross proceeds refers to the amount to which the issuer is entitled receive. For details of the use of
proceeds, please refer to the Prospectus dated 24 May 2024.

ALLOTMENT RESULTS DETAILS
PUBLIC OFFER

No. of valid applications  38,849
No. of successful applications  5,114
Subscription level  2,503.03 times
Claw-back triggered  Yes
No. of Offer Shares initially available under the Public Offer  12,500,000
No. of Offer Shares reallocated from the Placing (claw-back) 50,000,000
Final no. of Offer Shares under the Public Offer (after
reallocation)
62,500,000
% of Offer Shares under the Public Offer to the Share Offer 45.45%

Note: For details of the final allocation of shares to the Public Offer , investors can refer to
http://www.ewhiteform.com.hk/results to perform a search by name or identification number or
https://www.ewhiteform.com.hk/eAnnouncement for the full list of allottees.
PLACING

No. of placees  267
Subscription Level  1.15 times
No. of Offer Shares initially available under the Placing  112,500,000
No. of Offer Shares reallocated to the Public Offer (claw-back)  50,000,000
No. of Offer Shares issued after the partial exercise of Offer Size
Adjustment Option
12,500,000
Final no. of Offer Shares under the Placing (after exercise of Offer
Size Adjustment Option and reallocation)
75,000,000
% of Offer Shares under the Placing to the Share Offer 54.55%

The Directors confirm that, to the best of their knowledge, information and belief, (i) none of the Offer Shares
subscribed by the placees and the public have been financed directly or indirectly by the Company, any of the
Directors, chief executive of the Company, controlling shareholders, substantial shareholders, existing
shareholders of the Company or any of its subsidiaries or their respective close associates;  and (ii) none of
the placees and the public who have purchased the Offer Shares are  accustomed to taking instructions from
the Company, any of the Directors, chief executive of the Company, controlling shareholders, substantial
shareholders, existing shareholders of the Company or any of its subsidiari es or their respective close
associates in relation to the acquisition, disposal, voting or other disposition of Shares registered in his/her/its
name or otherwise held by him/her/it.
LOCK-UP UNDERTAKINGS

Controlling Shareholders


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 Name
Number of shares held
in the Company subject
to lock-up
undertakings  upon
listing
% of shareholding in
the Company subject to
lock-up  undertakings
upon listing
Last day subject  to the
lock-up  undertakings
Sino Success Ventures
Limited (Notes 3&5)
193,125,000 37.68% 2 December 2024 (First
Six-Month Period) (Note 1)
2 June 2025 (Second
Six-Month Period)
(Note 2)
Busy Trade Limited / 生
意有限公司(Notes 4&5)
157,500,000 30.73% 2 December 2024 (First
Six-Month Period) (Note 1)
2 June 2025 (Second
Six-Month Period)
(Note 2)

Subtotal 350,625,000 68.41%(Note 5)
In accordance with the relevant GEM Listing Rules/guidance materials, the required lock-up for the first
six-month period ends on 2 December 2024 and for the second six-month period, on 2 June 2025.
Notes:
1. The Controlling Shareholder may dispose of or transfer Shares after the indicated date subject to that the Controllin g
Shareholder will not cease to be a Controlling Shareholder.   Please refer to the section headed “Underwriting –
Underwriting Arrangements and Expenses – Public Offer – Undertakings” in the Prospectus for more details.
2. The Controlling Shareholder will cease to be prohibited from  disposing of or transferring  Shares after the indicated
date. Please refer to the section headed “Underwriting – Underwriting Arrangements and Expenses – Public Offer –
Undertakings” in the Prospectus for more details.
3. The entire issued share capital of Sino Success is legally and beneficially owned by Mr. Tong. Mr. Tong is  deemed
to be interested in the Shares in which Sino Success is interested in under Part XV of the SFO.
4. The issued share capital of Busy Trade is legally and beneficially owned as to 70.2% by Mr. Tang, 12.4% by Mr. CL
Tang, 12.4% by Mr. CM Tang and 5% by Ms. Tang. Mr. Tang is deemed to be interested in the Shares in which Bus y
Trade is interested in under Part XV of the SFO.
5. On 25 March 2022, Mr. Tong and Busy Trade have entered into the Acting in Concert  Confirmation to acknowledge
and confirm, among others, that they are parties acting in concert in respect of UBoT Inc. (HK) during the Track
Record Period up to and including the date of the  Acting in Concert Confirmation. Pursuant to the Acting in Concert
Confirmation, they further  acknowledged, confirmed and agreed that for so long as (i) Busy Trade remains interested
(either directly or indirectly) in the share capital of UBoT Inc. (HK); and (ii) Mr. Tong remains  interested (either
directly or indirectly) in the share capital of UBoT Inc. (HK) and/or the key  management member of UBoT Inc. (HK),
they shall continue to act in concert for UBoT Inc.  (HK). To translate the Agreed Arrangements (as defined in the
Prospectus ) in UBoT Inc. (HK) into the control of the  Company after the Reorganisation, on 15 September 2023,
each of Mr. Tong, Sino Success, Busy Trade, Mr. Tang, Ms. Tang, Mr. CL T ang and Mr. CM Tang entered into the
Listco Concert Deed in respect of the exercise of their respective powers as shareholders of the Company and to
consolidate their control over the Group. In view of the above, Sino Success, Mr. Tong, Busy Trade, Mr. Tang, Ms.
Tang, Mr. CL Tang and Mr. CM Tang are a group of controlling shareholders of the Company under the GEM Listing
Rules. Please refer to the section headed “ Relationship with Controlling Shareholders – Controlling shareholders” in
the Prospectus for de tails.


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PLACEE CONCENTRATION ANALYSIS
Placees Number of Shares allotted

Allotment as % of Placing  Allotment as % of total Offer Shares
Number of
 Shares held upon Listing

% of total issued share capital upon Listing
Top 1 13,860,000 18.48% 10.08% 13,860,000 2.70%
Top 5 35,185,000 46.91% 25.59% 35,185,000 6.87%
Top 10 42,505,000 56.67% 30.91% 42,505,000 8.29%
Top 25 58,620,000 78.16% 42.63% 58,620,000 11.44%

Notes
* Ranking of placees is based on the number of Shares allotted to the placees.


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SHAREHOLDER CONCENTRATION ANALYSIS
Shareholders
Number of  Shares
allotted

Allotment as % of Placing
Allotment as % of total
Offer Shares
Number of Shares held
upon Listing

% of total issued share
capital upon Listing
Top 1 0 0.00% 0.00% 350,625,000 68.41%
Top 5 31,990,000 42.65% 23.27% 390,115,000 76.12%
Top 10 35,185,000 46.91% 25.59% 410,185,000 80.04%
Top 25 54,790,000 73.05% 39.85% 429,790,000 83.86%

Notes
* Ranking of Shareholders is based on the number of Shares held by the Shareholder upon Listing.

BASIS OF ALLOCATION UNDER THE PUBLIC OFFER
Subject to the satisfaction of the conditions set out in the Prospectus, valid applications made by the
public will be conditionally allocated on the basis set out below:
NO. OF
SHARES
APPLIED
FOR
NO. OF VALID
APPLICATIONS
BASIS OF ALLOTMENT /
BALLOT
APPROXIMATE
PERCENTAGE
ALLOTTED OF THE
TOTAL NO. OF
SHARES APPLIED
FOR
5,000 7,831
16 out of 7,831 to receive 5,000
Shares 0.20%
10,000 1,900 8 out of 1,900 to receive 5,000 Shares 0.21%
15,000 10,443
63 out of 10,443 to receive 5,000
Shares 0.20%
20,000 677 5 out of 677 to receive 5,000 Shares 0.18%
25,000 519 5 out of 519 to receive 5,000 Shares 0.19%
30,000 467 6 out of 467 to receive 5,000 Shares 0.21%
35,000 265 4 out of 265 to receive 5,000 Shares 0.22%
40,000 265 4 out of 265 to receive 5,000 Shares 0.19%
45,000 160 3 out of 160 to receive 5,000 Shares 0.21%
50,000 1,162
23 out of 1,162 to receive 5,000
Shares 0.20%
75,000 4,574
137 out of 4,574 to receive 5,000
Shares 0.20%
100,000 753 30 out of 753 to receive 5,000 Shares 0.20%
150,000 1,469
88 out of 1,469 to receive 5,000
Shares 0.20%


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200,000 508 41 out of 508 to receive 5,000 Shares 0.20%
250,000 398 40 out of 398 to receive 5,000 Shares 0.20%
300,000 415 50 out of 415 to receive 5,000 Shares 0.20%
350,000 275 39 out of 275 to receive 5,000 Shares 0.20%
400,000 274 44 out of 274 to receive 5,000 Shares 0.20%
450,000 160 29 out of 160 to receive 5,000 Shares 0.20%
500,000 1,035
207 out of 1,035 to receive 5,000
Shares 0.20%
750,000 505
152 out of 505 to receive 5,000
Shares 0.20%
1,000,000 480
192 out of 480 to receive 5,000
Shares 0.20%
1,250,000 249
125 out of 249 to receive 5,000
Shares 0.20%
1,500,000 468
281 out of 468 to receive 5,000
Shares 0.20%
2,000,000 376
301 out of 376 to receive 5,000
Shares 0.20%
2,500,000 267 5,000 Shares 0.20%
3,000,000 314
5,000 Shares plus 44 out of  314 to
receive additional 5,000 Shares 0.19%
4,000,000 262
5,000 Shares plus 157 out of  262 to
receive additional 5,000 Shares 0.20%
5,000,000 257 10,000 Shares 0.20%
6,250,000 136
10,000 Shares plus 68 out of  136 to
receive additional 5,000 Shares 0.20%
7,500,000 168 15,000 Shares 0.20%
8,750,000 443
15,000 Shares plus 222 out of  443 to
receive additional 5,000 Shares 0.20%
10,000,000 195 20,000 Shares 0.20%
11,250,000 42
20,000 Shares plus 21 out of  42 to
receive additional 5,000 Shares 0.20%
12,500,000 1,137 25,000 Shares 0.20%
Total 38,849
Total number of successful
applicants: 5,114

As of the date of this announcement, the relevant subscription monies previously deposited in the
designated nominee accounts have been remitted back to the accounts of all HKSCC participants .
Investors should contact their relevant brokers for any inquiries.

COMPLIANCE WITH GEM LISTING RULES AND GUIDANCE
The Directors confirm that, except for the GEM Listing Rules that have been waived and/or in respect
of which consent has been obtained, the Company has complied with the GEM Listing Rules  and
guidance materials in relation to the placing, allotment and listing of the Company’s shares.
The Directors confirm that, to the best of their knowledge, the consideration paid by the placees or the
public (as the case may be) directly or indirectly for each Offer Share subscribed for or purchased by
them was the same as the final Offer Price in addition to any brokerage, AFRC transaction levy, SFC
transaction levy and trading fee payable.


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DISCLAIMERS

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock
Exchange”) and Hong Kong Securities Clearing Company Limited ( “HKSCC”) 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 not for release, publication, distribution, directly or indirectly, in or into the
United States (including its territories and possessions, any state of the United States and the District
of Columbia). This announcement does not constitute or form a part of any offer or solicitation to
purchase or subscribe for securities in the United States. The securities mentioned herein have not
been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S.
Securities Act”). The securities may not be offered or sold in the United States except pursuant to an
exemption from the registration requirements of the U.S. Securities Act and in compliance with any
applicable state securities laws, or outside the United States unless in compliance with Regulation S
under the U.S. Securities Act. There will be no public offer of securities in the United States.
This announcement is for information purposes only and does not constitute an invitation or offer to
acquire, purchase or subscribe for securities. This announcement is not a prospectus. Potential
investors should read the Prospectus dated 24 May 2024 issued by UBoT Holding Limited for detailed
information about the Share Offer described below before deciding whether or not to invest in the
Shares thereby being offered.
*Potential investors of  the Offer Shares should note that the Overall Coordinator  (for itself and on
behalf of  the Public Offer Underwriters ) shall be entitled to terminate their obligations under the
Public Offer Underwriting Agreement with immediate effect upon the occurrence of any of the events
set out in the paragraph headed “Underwriting – Underwriting Arrangements and Expenses – Public
Offer – Public Offer  Underwriting Agreement – Grounds for Termination ” in the Prospectus at any
time prior to  8:00 a.m. (Hong Kong time) on  the Listing Date (which is currently expected  to be on
3 June 2024).

PUBLIC FLOAT
Immediately after the completion of the Share Offer, 137,500,000 Shares, representing approximately
26.8% of the issued share capital of the  Company will count towards the public  float (taking into
account the  partial exercise of the Offer Size Adjustment Option) , satisfying the minimum percentage
prescribed by  Rule 11.23(7)  of the  GEM Listing Rules . The Directors confirm  that, immediately
following the completion of the Public Offer, (i) the three largest public Shareholders do not hold more
than 50% of the Shares in public hands at the time of Listing in compliance with Rules 11.23(8) of the
GEM Listing Rules; (ii) there will not be any new substantial Shareholder (as defined in the GEM
Listing Rules) of the Company; and (iii) there will be at least 100 Shareholders at the time of Listing
in compliance with Rule 11.23(2)(b) of the GEM Listing Rules.
COMMENCEMENT OF DEALINGS
Share certificates will only become valid at 8: 00 a.m. (Hong Kong time) on Monday, June 3, 2024,
provided that the Share Offer has become unconditional and the right of termination described in the
section headed “ Underwriting — Underwriting Arrangements and Expenses — Public Offer
Underwriting Agreement — Grounds for termination ” in the Prospectus has not been exercised.


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Investors who trade Shares prior to the receipt of Share certificates or the Share certificates becoming
valid evidence of title do so entirely at their own risk. A ssuming that the Share Offer  becomes
unconditional at or before 8: 00 a .m. (Hong Kong time) on Monday, June 3, 2024, it is expected that
dealings in the Shares on the Stock Exchange will commence at 9: 00 a.m. on Monday, June 3, 2024.
The Shares will be traded in board lots of 5,000 Shares each. The stock code of the Shares is 8529.
By order of the Board
UBoT Holding Limited
Tong Yuen To
Chairman and Executive Director
Hong Kong, 31 May 2024
As at the date of this announcement, the Board comprises Mr. Tong Yuen To, Mr. Chan Kai
Leung, Mr. Shek Kam Pun and Mr. Tam Ming Wa as executive Directors; Mr. Wong Tsz Lun as
non-executive Director and Mr. Chan Oi Fat, Ms. Ma Jay Suk Lin and Mr. Wong Lok Man as
independent non-executive Directors.
This announcement is available for viewing on the website of the Company at
www.ubot.com.hk and the website of the Stock Exchange at www.hkexnews.hk.
