Razer : GRANT OF AWARDS OF RESTRICTED STOCK UNITS UNDER THE 2016 EQUITY INCENTIVE PLAN

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.

RAZER INC.

雷蛇*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1337)

GRANT OF AWARDS OF RESTRICTED STOCK UNITS

UNDER THE 2016 EQUITY INCENTIVE PLAN

1. Introduction
   On April 1, 2021, the Company granted Awards in respect of an aggregate of 2,120,618 RSUs under the 2016 Equity Incentive Plan to employees of the Razer group eligible to receive Awards under the 2016 Equity Incentive Plan.
   For further details of the 2016 Equity Incentive Plan, please refer to the Prospectus.
2. Grant of Awards
   The 2,120,618 RSUs (representing 2,120,618 underlying Shares) granted under the Awards represent approximately 0.0237% of the issued share capital of the Company as at the date of this announcement. Based on the closing price of the Shares on the Stock Exchange as of April 1, 2021 of HK$2.70 per Share, the market value of the Shares underlying the Awards is approximately HK$5,725,669.
   To facilitate the administration of the 2016 Equity Incentive Plan and as disclosed in the Prospectus, an aggregate of 708,104,004 Shares were issued to the RSU Trustee on the Listing Date. An additional 150,000,000 new Shares were issued to the RSU Trustee on November 1, 2019 pursuant to the Annual Mandate and held on trust by the RSU Trustee under an account for non-connected persons upon the vesting of the Awards. As at April 1, 2021, an aggregate of 73,398,099 Shares were still held in trust by the RSU Trustee. The Shares which will be used to satisfy the Awards granted and referred to in this announcement will comprise existing Shares which are held in trust by the RSU Trustee and/or new Shares to be issued to the RSU Trustee.

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Details of the recipients of the Awards and the corresponding number of RSUs underlying the Shares granted are set out below:

Recipients:	Certain employees of the Razer group eligible to receive
	Awards under the 2016 Equity Plan. None of the recipients are
	connected persons of the Company.
Number of RSUs granted:	2,120,618
Vesting schedule:	The vesting schedule of the Awards is 25% of the RSUs
	comprised in each Award per year over four years from April 1,
	2022.

For the avoidance of doubt, the vesting of an Award is subject to the terms and conditions of the 2016 Equity Incentive Plan and the fulfilment of all conditions to the vesting of the Award.

The 2016 Equity Incentive Plan does not constitute a share option scheme or an arrangement analogous to a share option scheme for the purpose of Chapter 17 of the Listing Rules.

3. Definitions

In this announcement, the following expressions have the meanings set out below unless the context requires otherwise:

"2016 Equity	the 2016 Equity Incentive Plan approved by the Board on July 25,
Incentive Plan"	2016 and the shareholders of the Company on August 23, 2016 (and
	subsequently amended on October 25, 2017 and March 8, 2019) for
	the grants of, among others, RSUs to eligible participants
"Annual Mandate"	a mandate granted to the Directors at the annual general meeting of
	the Company held on June 23, 2020 to allot and issue up to a total of
	535,842,181 Shares, i.e. 6% of the total number of issued Shares as
	at June 28, 2019

"Award"

"Board"

"Company"

an award granted under the Plan in the form of an RSU

the board of Directors

Razer Inc., a company incorporated under the laws of Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange

"Directors"

"Listing Rules"

"Prospectus"

the directors of the Company from time to time

The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

the prospectus issued by the Company on November 1, 2017

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"RSU Trustee" "RSUs"

"Shares"

"Stock Exchange"

Singapore, April 1, 2021

Computershare Hong Kong Trustees Limited

restricted stock units, being contingent rights to receive Shares which are granted pursuant to the 2016 Equity Incentive Plan

fully paid ordinary shares in the share capital of the Company

The Stock Exchange of Hong Kong Limited

By order of the Board

Razer Inc.

Min-Liang TAN

Chairman

As at the date of this announcement, the board of directors of the Company comprises Mr. Min- Liang Tan as Chairman and Executive Director, Mr. Tan Chong Neng as Executive Director, Mr. Lim Kaling as Non-executive Director, and Mr. Gideon Yu, Mr. Chau Kwok Fun Kevin and Mr. Lee Yong Sun as Independent Non-executive Directors.

• For identification purposes only

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