geometrybase
8a0dfd88f0
Request: - Add extracted PDF text generation to the archivist workflow as a standard step. Changes: - Run PDF text extraction automatically for newly archived HKEX PDF sources. - Make the PDF text extractor incremental and manifest-preserving. - Document extracted-text handling in the archivist skill and README. - Mark generated extracted text as no-diff data evidence. - Backfill extracted text for all archived PDF source references. Verification: - Ran git diff --cached --check. - Ran .venv/bin/python -m py_compile scripts/extract_pdf_text.py scripts/archive_hkex_documents.py. - Ran full PDF extraction, then confirmed an incremental rerun skips unchanged files. - Verified 557 PDF source_refs, 557 manifest rows, all status ok, and zero missing text/hash/path issues. Next useful context: - HKEX HTML notices and Yahoo JSON market data remain under data/raw and are not expected in data/extracted_text.
886 lines
32 KiB
Plaintext
886 lines
32 KiB
Plaintext
--- page 1 ---
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– 1 –
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Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited (the “Stock
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Exchange”) and Hong Kong Securities Clearing Company Limited (“HKSCC”) take no responsibility for
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the contents of this announcement, make no representation as to its accuracy or completeness and expressly
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disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any
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part of the contents of this announcement.
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Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings
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as those defined in the prospectus dated Monday, March 23, 2026 (the “Prospectus”) of Shanghai FourSemi
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Semiconductor Co., Ltd. (ʮ̡) (the “Company”).
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This announcement is for information purposes only and does not constitute an offer or an invitation to
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induce an offer by any person to acquire, purchase or subscribe for any of the securities of the Company. This
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announcement is not a prospectus. Potential investors should read the Prospectus for detailed information
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about the Global Offering described below before deciding whether or not to invest in the Offer Shares.
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Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information
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provided in the Prospectus.
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This announcement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be
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any sale of Offer Shares in any jurisdiction in which such offer, solicitation or sales would be unlawful. This
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announcement is not for release, publication or distribution, directly or indirectly, in or into the United States
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(including its territories and possessions, any state of the United States and the District of Columbia) or any
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other jurisdiction where such distribution is prohibited by law, nor is this announcement an offer for sale or
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solicitation to purchase or subscribe for securities in the United States or any other jurisdictions. The Offer
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Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended
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from time to time (the “U.S. Securities Act”), or any applicable state securities laws, and may not be offered,
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sold, pledged or transferred within the United States or to, or for the account or benefit of, U.S. persons (as
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defined in Regulation S under the U.S. Securities Act (the “ Regulation S”)) except in transactions exempt
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from, or not subject to, the registration requirements of the U.S. Securities Act. The Offer Shares are being
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offered and sold outside the United States in offshore transactions in accordance with Regulation S. There
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will be no public offering of the Offer Shares in the United States.
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No stabilizing manager will be appointed, and it is anticipated that no stabilization activities will be carried
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out in relation to the Global Offering.
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Potential investors of the Offer Shares should note that the Joint Sponsors and the Sponsor-Overall
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Coordinators (for themselves and on behalf of the Hong Kong Underwriters) shall be entitled to terminate
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their obligations under the Hong Kong Underwriting Agreement with immediate effect upon the occurrence
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of any of the events set out in the section headed “Underwriting — Underwriting Arrangements and Expenses
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— Hong Kong Public Offering — Grounds for Termination” in the Prospectus at any time prior to 8:00 a.m.
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(Hong Kong time) on the Listing Date (which is currently expected to be on Tuesday, March 31, 2026).
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--- page 2 ---
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– 2 –
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Shanghai FourSemi Semiconductor Co., Ltd.
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ʮ̡
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(A joint stock company incorporated in the People’s Republic of China with limited liability)
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GLOBAL OFFERING
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Number of Offer Shares under
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the Global Offering
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: 12,000,000 H Shares
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Number of Hong Kong Offer Shares : 2,400,000 H Shares (as adjusted after
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reallocation)
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Number of International Offer Shares : 9,600,000 H Shares (as adjusted after
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reallocation)
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Final Offer Price : HK$40 per H Share, plus brokerage
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of 1.0%, SFC transaction levy of
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0.0027%, AFRC transaction levy of
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0.00015% and Stock Exchange trading
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fee of 0.00565%
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Nominal value : RMB1.00 per H Share
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Stock code : 3625
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Joint Sponsors, Joint Sponsor-Overall Coordinators, Joint Global Coordinators,
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Joint Bookrunners and Joint Lead Managers
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Joint Bookrunner and Joint Lead Manager
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Joint Bookrunners
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--- page 3 ---
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– 3 –
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SHANGHAI FOURSEMI SEMICONDUCTOR CO., LTD.
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ʮ̡
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ANNOUNCEMENT OF FINAL OFFER PRICE AND ALLOTMENT RESULTS
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Warning: In view of high concentration of shareholding in a small number of
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Shareholders, Shareholders and prospective investors should be aware that the price
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of the H Shares could move substantially even with a small number of H Shares
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traded and should exercise extreme caution when dealing in the H Shares.
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SUMMARY
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Company information
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Stock code 3625
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Stock short name FOURSEMI
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Dealings commencement date March 31, 2026*
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*see note at the end of the announcement
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Price Information
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Final Offer Price HK$40.00
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Offer Price Range HK$40.00–HK$50.00
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Offer Shares and Share Capital
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Number of Offer Shares 12,000,000
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Final Number of Offer Shares in Public Offer (after
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reallocation) 2,400,000
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Final Number of Offer Shares in International Offer
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(after reallocation) 9,600,000
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Number of issued shares upon Listing 112,000,000
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--- page 4 ---
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– 4 –
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Over-allocation
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No. of Offer Shares over-allocated 0
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Note: There has been no over-allocation of Offer Shares in the International Placing. Therefore, the
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Over-allotment Option will not be exercised.
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Proceeds
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Gross proceeds Note HK$480.0 million
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Less: Estimated listing expenses payable based on Final
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Offer Price HK$(57.3) million
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Net proceeds HK$422.7 million
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Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of
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the use of proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the
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Prospectus.
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ALLOTMENT RESULTS DETAILS
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PUBLIC OFFER
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No. of valid applications 118,537
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No. of successful applications 18,405
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Subscription level 3,118.43 times
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Claw-back triggered Yes
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No. of Offer Shares initially available under the Public Offer 600,000
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No. of Offer Shares reallocated from the International Offer
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(clawback) 1,800,000
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Final no. of Offer Shares under the Public Offer (after
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reallocation) 2,400,000
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% of Offer Shares under the Public Offer to the Global
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Offering 20.00%
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Note: For details of the final allocation of H Shares to the Public Offer, investors can refer to
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www.eipo.com.hk/eIPOAllotment to perform a search by identification number or www.eipo.com.hk/
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eIPOAllotment for the full list of allottees.
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--- page 5 ---
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– 5 –
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INTERNATIONAL OFFER
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No. of placees 100
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Subscription Level 2.93 times
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No. of Offer Shares initially available under the International
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Offer 11,400,000
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No. of Offer Shares reallocated to the Public Offer (claw-back) 1,800,000
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Final no. of Offer Shares under the International Offer (after
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reallocation) 9,600,000
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% of Offer Shares under the International Offer to the Global
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Offering 80.00%
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The Directors confirm that, to the best of their knowledge, information and belief, (i) none
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of the Offer Shares subscribed by the placees and the public have been financed directly or
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indirectly by the Company, any of the Directors, chief executive of the Company, Controlling
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Shareholders, substantial Shareholders, existing Shareholders of the Company or any of
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its subsidiaries or their respective close associates; and (ii) none of the placees and the
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public who have purchased the Offer Shares are accustomed to taking instructions from the
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Company, any of the Directors, chief executive of the Company, Controlling Shareholders,
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substantial Shareholders, existing Shareholders of the Company or any of its subsidiaries
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or their respective close associates in relation to the acquisition, disposal, voting or other
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disposition of H Shares registered in his/her/its name or otherwise held by him/her/it.
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--- page 6 ---
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– 6 –
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LOCK-UP UNDERTAKINGS
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Key Persons (as defined under Rule 18C.14 of the Listing Rules)
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Name Capacity
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Total number
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of Shares held
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in the Company
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subject to lock-
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up undertakings
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upon Listing
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Number of H
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Shares held in
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the Company
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subject to lock-
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up undertakings
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upon Listing
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% of total
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issued H Shares
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after the Global
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Offering subject
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to lock-up
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undertakings
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upon Listing
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% of
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shareholding in
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the Company
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subject to lock-
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up undertakings
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upon Listing
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Last day subject
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to the lock-up
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undertakings
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Note 1
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Xu Xiaolin (؍ )
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Mr. Xu”)
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Founder, chairman of the
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Board, executive Director and
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president 8,859,800 8,859,800 7.99% 7.91% March 30, 2027
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Liu Baoliang (Ԅ)
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(“Mr. Liu”)
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Co-founder, executive Director,
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vice president, director of
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algorithm applications and core
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R&D team member 2,518,500 2,518,500 2.27% 2.25% March 30, 2027
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Shanghai FourSemi
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Management Consulting
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Partnership (Limited
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Partnership) ( ɪऎ௩Ԣ၍
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ଣፔ༔ΥྫΆุ(Υྫ))
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Note 2 (“Shanghai FourSemi
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Management”)
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Employee shareholding
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platform controlled by Mr. Xu
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12,617,800 12,617,800 11.38% 11.27% March 30, 2027
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Xiamen FourSemi
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Enterprise Management
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Consulting Partnership
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(Limited Partnership)
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(௩ԢΆุ၍ଣፔ
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༔ΥྫΆุ(Υྫ) )
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Note 2 (“Xiamen FourSemi
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Management”)
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Employee shareholding
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platform controlled by Mr. Xu
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7,073,700 7,073,700 6.38% 6.32% March 30, 2027
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--- page 7 ---
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– 7 –
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Name Capacity
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Total number
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of Shares held
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in the Company
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subject to lock-
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up undertakings
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upon Listing
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Number of H
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Shares held in
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the Company
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subject to lock-
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up undertakings
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upon Listing
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% of total
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issued H Shares
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after the Global
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Offering subject
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to lock-up
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undertakings
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upon Listing
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% of
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shareholding in
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the Company
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subject to lock-
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up undertakings
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upon Listing
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Last day subject
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to the lock-up
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undertakings
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Note 1
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Xiamen FourSemi Chuangke
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Enterprise Management
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Consulting Partnership
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(Limited Partnership) (ข
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Άุ၍ଣ
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ፔ༔ΥྫΆุ (Υྫ))
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Note 2 (“Xiamen FourSemi
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Chuangke”)
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Employee shareholding
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platform controlled by Mr. Xu
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4,206,100 4,206,100 3.79% 3.76% March 30, 2027
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Subtotal 35,275,900 35,275,900 31.81% 31.50%
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Notes:
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1. The lock-up period commencing on the date by reference to which disclosure of its shareholding is
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made in the Prospectus and ending on the date which is 12 months from the Listing Date, i.e. March
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30, 2027.
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2. As of the Latest Practicable Date, each of Shanghai FourSemi Management, Xiamen FourSemi
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Management and Xiamen FourSemi Chuangke was controlled by Mr. Xu as the general partner.
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Therefore, each of Shanghai FourSemi Management, Xiamen FourSemi Management and Xiamen
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FourSemi Chuangke is a close associate of Mr. Xu under the Listing Rules and is subject to the lock-
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up requirements pursuant to Rule 18C.14 of the Listing Rules.
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Certain limited partners of Shanghai FourSemi Management, Xiamen FourSemi Management and
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Xiamen FourSemi Chuangke, namely Mr. Qian Shun, Mr. Liu, Mr. Shi Hongxiao, Mr. He Xiuan, Mr.
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Yang Xiaoming, Mr. Liu Yanhai and Mr. Zhu Huaping, are also key persons under Rule 18C.14 of the
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Listing Rules and shall be subject to a lock-up period commencing from the date of the Prospectus
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and ending on expiry of 12 months from the Listing Date. They undertake that they will not dispose
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of their interests in the above partnerships within the aforementioned lock-up period. Except for Mr.
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Liu, being a member of the Controlling Shareholders, the abovementioned limited partners have no
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direct shareholding interests in the Company.
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Pursuant to the respective partnership agreement of Shanghai FourSemi Management, Xiamen
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FourSemi Management and Xiamen FourSemi Chuangke, any transfer of partnership interest by
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limited partners shall be approved by the general partner, Mr. Xu and the majority of the limited
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partners. Mr. Xu as the general partner of the aforementioned three employee shareholding
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platforms will ensure that the lock-up restriction will be effectively enforced in respect of the indirect
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interests held by these key persons as limited partners.
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--- page 8 ---
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– 8 –
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Pathfinder SIIs
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Name
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Number of
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Shares held in
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the Company
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subject to lock-up
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undertakings
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upon Listing
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Number of
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H Shares held in
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the Company
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subject to lock-up
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undertakings
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upon Listing
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% of total issued
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H Shares after the
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Global Offering
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subject to lock-up
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undertakings
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upon Listing Note1
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% of shareholding
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in the Company
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subject to lock-up
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undertakings
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upon Listing Note 1
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Last day subject
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to the lock-up
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undertakings Note 2
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Shanghai Moqin Intelligent
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Technology Co., Ltd. (ɪऎᅙා౽ঐ
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ʮ̡) 6,361,400 6,361,400 5.74% 5.68% March 30, 2027
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Shenzhen Fortune Chuanghong
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Private Equity Investment Enterprise
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(Limited Partnership) (ଉέ̹༺ો௴
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ᛆҳ༟Άุ(Υྫ)) 4,696,800 4,696,800 4.24% 4.19% March 30, 2027
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Shenzhen Caizhi Chuangying Private
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Equity Investment Enterprise
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(Limited Partnership) (ଉέ̹ৌ౽௴
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ᛆҳ༟Άุ(Υྫ)) 221,300 221,300 0.20% 0.20% March 30, 2027
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Shaoxing Gansheng Equity
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Investment Partnership (Limited
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Partnership) (ᛆҳ༟Υྫ
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Άุ(Υྫ)) 6,406,800 6,406,800 5.78% 5.72% March 30, 2027
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Wuxi Ark Investment Partnership
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(Limited Partnership) (ೌ፼˙Ћҳ༟
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ΥྫΆุ(Υྫ))) 4,601,600 4,601,600 4.15% 4.11% March 30, 2027
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Subtotal 22,287,900 22,287,900 20.10% 19.90%
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Note:
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1. Each of the Shareholders listed in the above table is a pathfinder SII of the Company as
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defined under Chapter 2.5 of the Guide for New Listing Applicants. Please refer to the section
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headed“History and Corporate Structure – Capitalization of our Company” in the Prospectus for
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further details.
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2. In accordance with Rule 18C.14(2) of the Listing Rules, the required lock–up period commences
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on the date by reference to which disclosure of its shareholding is made in the Prospectus and ends
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on the date which is six months from the Listing Date, i.e. September 30, 2026. In addition to the
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lock-up requirement under Rule 18C.14(2) of the Listing Rules, all existing Shareholders shall
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not dispose of any of the Shares held by them within the 12 months following the Listing Date, i.e.
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March 30, 2027, as required under the applicable PRC laws.
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--- page 9 ---
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– 9 –
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Existing shareholders
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Name Note 1
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Number of
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Shares held in the
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Company subject to
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lock-up undertakings
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upon Listing
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Number of
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H Shares held in the
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Company subject to
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lock-up undertakings
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upon Listing
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% of total issued
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H Shares after the
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Global Offering
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subject to lock-up
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undertakings
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upon Listing
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% of shareholding
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in the Company
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subject to lock-up
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undertakings
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upon Listing
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Last day subject
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to the lock-up
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undertakings Note 2
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Shenzhen City Vinno Intelligent and
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Health Venture Investment Fund
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(Limited Partnership) (ଉέ̹Υ௴౽
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ږ(Υྫ)) 5,776,900 5,776,900 5.21% 5.16% March 30, 2027
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Xiamen Junyi Kaixiang Venture
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Capital Partnership (Limited
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Partnership) (ёᑈ௱ജ௴ุҳ༟
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ΥྫΆุ (Υྫ)) 3,527,500 3,527,500 3.18% 3.15% March 30, 2027
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Shanghai Chaoyue Moore Equity
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Investment Fund Partnership
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(Limited Partnership) (ɪऎ൴൳ᅙဧ
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ΥྫΆุ (Υྫ)) 3,022,300 3,022,300 2.73% 2.70% March 30, 2027
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Jiaxing Junsheng Equity Investment
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Partnership (Limited Partnership)
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(ᛆҳ༟ΥྫΆุ (Υ
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ྫ)) 2,921,500 2,921,500 2.63% 2.61% March 30, 2027
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Liu Changjiang (Ϫ) 2,458,100 2,458,100 2.22% 2.19% March 30, 2027
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Shenzhen Zhanxiang Information
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Technology Co., Ltd. (ڦ
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ʮ̡) 1,981,800 1,981,800 1.79% 1.77% March 30, 2027
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Beijing Xingtou Youxuan Venture
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Capital Fund (Limited Partnership)
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(ږ( Υ
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ྫ)) 1,850,300 1,850,300 1.67% 1.65% March 30, 2027
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Wentianxia Technological Group Co.,
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Ltd. (ʮ̡) 1,687,300 1,687,300 1.52% 1.51% March 30, 2027
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Xiamen Weitai Shenghong Equity
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Investment Partnership (Limited
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Partnership) (ᛆҳ༟
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ΥྫΆุ (Υྫ)) 1,680,000 1,680,000 1.52% 1.50% March 30, 2027
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--- page 10 ---
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– 10 –
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Name Note 1
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Number of
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Shares held in the
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Company subject to
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lock-up undertakings
|
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upon Listing
|
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Number of
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H Shares held in the
|
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Company subject to
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lock-up undertakings
|
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upon Listing
|
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% of total issued
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H Shares after the
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Global Offering
|
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subject to lock-up
|
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undertakings
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upon Listing
|
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% of shareholding
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in the Company
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subject to lock-up
|
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undertakings
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upon Listing
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Last day subject
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to the lock-up
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undertakings Note 2
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Ningbo Junyi Borui Venture
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Investment Partnership (Limited
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Partnership)(ёᑈ௹௴ุҳ༟
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ΥྫΆุ (Υྫ)) 1,473,700 1,473,700 1.33% 1.32% March 30, 2027
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Xiamen Zhengchu Venture Capital
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Partnership (Limited Partnership)
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(͍Ꮇ௴ุҳ༟ΥྫΆุ (Υ
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ྫ)) 1,356,700 1,356,700 1.22% 1.21% March 30, 2027
|
||
Shanghai Kuanlian Investment Co.,
|
||
Ltd. (ʮ̡) 1,322,800 1,322,800 1.19% 1.18% March 30, 2027
|
||
Jiaxing Junqing Equity Investment
|
||
Partnership (Limited Partnership)
|
||
(ᛆҳ༟ΥྫΆุ (Υ
|
||
ྫ)) 1,302,300 1,302,300 1.17% 1.16% March 30, 2027
|
||
Guangzhou Chufeng Equity
|
||
Investment Partnership (Limited
|
||
Partnership) (ᛆҳ༟Υྫ
|
||
Άุ (Υྫ)) 1,222,700 1,222,700 1.10% 1.09% March 30, 2027
|
||
Huzhou Zhuosheng Equity
|
||
Investment Partnership (Limited
|
||
Partnership) (ᛆҳ༟Υྫ
|
||
Άุ (Υྫ)) 1,110,200 — — — March 30, 2027
|
||
Tianjin Haihe Shunke Equity
|
||
Investment Partnership (Limited
|
||
Partnership) (ᛆҳ༟
|
||
ΥྫΆุ (Υྫ)) 1,052,500 1,052,500 0.95% 0.94% March 30, 2027
|
||
Jiang Yan (Ϫዲ) 950,000 950,000 0.86% 0.85% March 30, 2027
|
||
Suzhou Yahe Xinghua
|
||
Optoelectronics Industry Investment
|
||
Partnership (Limited Partnership)
|
||
(ശΈཥପุҳ༟Υྫ ( Ϟ
|
||
Υྫ)) 906,700 906,700 0.82% 0.81% March 30, 2027
|
||
|
||
|
||
--- page 11 ---
|
||
– 11 –
|
||
Name Note 1
|
||
Number of
|
||
Shares held in the
|
||
Company subject to
|
||
lock-up undertakings
|
||
upon Listing
|
||
Number of
|
||
H Shares held in the
|
||
Company subject to
|
||
lock-up undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after the
|
||
Global Offering
|
||
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 Note 2
|
||
Shenzhen Shunying Private Equity
|
||
Investment Fund Partnership
|
||
(Limited Partnership) (ଉέනᙊӷ
|
||
ΥྫΆุ (Υྫ)) 747,100 747,100 0.67% 0.67% March 30, 2027
|
||
Fujian Junxin Ruizhi Equity
|
||
Investment Partnership (Limited
|
||
Partnership) (ܔᾗᛆҳ༟
|
||
ΥྫΆุ (Υྫ)) 670,400 670,400 0.60% 0.60% March 30, 2027
|
||
Suzhou Jicui Meibai Venture Capital
|
||
Partnership (Limited Partnership)
|
||
(௴ุҳ༟ΥྫΆุ ( Ϟ
|
||
Υྫ)) 604,500 604,500 0.55% 0.54% March 30, 2027
|
||
Shanghai Longcheer Smart
|
||
Technology Co., Ltd. (ɪऎᎲ౽ঐ
|
||
ʮ̡) 604,500 604,500 0.55% 0.54% March 30, 2027
|
||
Suzhou Haisheng Xianting Industrial
|
||
Investment Fund Partnership
|
||
(Limited Partnership) (ࢬ
|
||
ΥྫΆุ(Υྫ)) 576,900 576,900 0.52% 0.52% March 30, 2027
|
||
Shanghai Fumiao Investment
|
||
Management Partnership (Limited
|
||
Partnership) (ɪऎూ↿ҳ༟၍ଣΥྫ
|
||
Άุ(Υྫ)) 560,500 560,500 0.51% 0.50% March 30, 2027
|
||
Xiamen Innovation Xingke Equity
|
||
Investment Partnership (Limited
|
||
Partnership) (ᛆҳ༟
|
||
ΥྫΆุ(Υྫ)) 555,100 555,100 0.50% 0.50% March 30, 2027
|
||
Sanming Green Innovation
|
||
Investment Partnership (Limited
|
||
Partnership) (ၠЍ௴อҳ༟Υྫ
|
||
Άุ (Υྫ)) 555,100 555,100 0.50% 0.50% March 30, 2027
|
||
|
||
|
||
--- page 12 ---
|
||
– 12 –
|
||
Name Note 1
|
||
Number of
|
||
Shares held in the
|
||
Company subject to
|
||
lock-up undertakings
|
||
upon Listing
|
||
Number of
|
||
H Shares held in the
|
||
Company subject to
|
||
lock-up undertakings
|
||
upon Listing
|
||
% of total issued
|
||
H Shares after the
|
||
Global Offering
|
||
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 Note 2
|
||
Quanzhou Huide Equity Investment
|
||
Partnership (Limited Partnership)
|
||
(ᛆҳ༟ΥྫΆุ (Υ
|
||
ྫ)) 555,100 555,100 0.50% 0.50% March 30, 2027
|
||
Jiaxing Shuimu Xinchi Venture
|
||
Capital Partnership (Limited
|
||
Partnership) (ཱུ௴ุҳ༟
|
||
ΥྫΆุ (Υྫ)) 384,600 384,600 0.35% 0.34% March 30, 2027
|
||
Furui Chuangxin (Xiamen) Emerging
|
||
Industries Investment Partnership
|
||
(Limited Partnership) (ข
|
||
อጳପุҳ༟ΥྫΆุ(Υ
|
||
ྫ)) 383,900 383,900 0.35% 0.34% March 30, 2027
|
||
Deng Tianshun (˂න) 336,000 336,000 0.30% 0.30% March 30, 2027
|
||
Ningbo Zhiyou Enterprise
|
||
Management Partnership (Limited
|
||
Partnership) (қСΆุ၍ଣΥྫ
|
||
Άุ (Υྫ)) 181,300 181,300 0.16% 0.16% March 30, 2027
|
||
Qingdao Xinda Venture Capital
|
||
Center (Limited Partnership) (ڦࢥڡ
|
||
༺౷௴ҳ༟ʕː(Υྫ)) 117,900 117,900 0.11% 0.11% March 30, 2027
|
||
Subtotal 42,436,200 41,326,000 37.27% 36.90%
|
||
Notes:
|
||
1. Please refer to the Prospectus for further details.
|
||
2. The expiry date of the lock–up period shown in the table above is pursuant to applicable PRC laws.
|
||
|
||
|
||
--- page 13 ---
|
||
– 13 –
|
||
PLACEE CONCENTRATION ANALYSIS
|
||
Placees*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of total
|
||
Offer Shares
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of
|
||
total issued
|
||
share capital
|
||
upon Listing
|
||
Top 1 2,475,000 25.78% 20.63% 2,475,000 2.21%
|
||
Top 5 5,823,200 60.66% 48.53% 5,823,200 5.20%
|
||
Top 10 7,931,900 82.62% 66.10% 7,931,900 7.08%
|
||
Top 25 9,435,300 98.28% 78.63% 9,435,300 8.42%
|
||
Note:
|
||
* Ranking of placees is based on the number of H Shares allotted to the placees.
|
||
SHAREHOLDER CONCENTRATION ANALYSIS
|
||
Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
% of total
|
||
issued share
|
||
capital upon
|
||
Listing
|
||
Top 1 — 0.00% 0.00% 35,275,900 35,275,900 31.50%
|
||
Top 5 — 0.00% 0.00% 60,145,000 60,145,000 53.70%
|
||
Top 10 2,475,000 25.78% 20.63% 79,385,000 79,385,000 70.88%
|
||
Top 25 4,467,000 46.53% 37.23% 98,381,200 99,491,400 88.83%
|
||
Note:
|
||
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon
|
||
Listing.
|
||
H SHAREHOLDER CONCENTRATION ANALYSIS
|
||
H Shareholders*
|
||
Number of
|
||
H Shares
|
||
allotted
|
||
Allotment
|
||
as % of
|
||
International
|
||
Offering
|
||
Allotment
|
||
as % of
|
||
total Offer
|
||
Shares
|
||
Number of
|
||
H Shares
|
||
held upon
|
||
Listing
|
||
% of total
|
||
issued H Shares
|
||
capital
|
||
upon Listing
|
||
Number of
|
||
Shares held
|
||
upon Listing
|
||
Top 1 — 0.00% 0.00% 35,275,900 31.81% 35,275,900
|
||
Top 5 — 0.00% 0.00% 60,145,000 54.24% 60,145,000
|
||
Top 10 2,475,000 25.78% 20.63% 79,385,000 71.59% 79,385,000
|
||
Top 25 4,467,000 46.53% 37.23% 99,051,600 89.32% 99,051,600
|
||
Note:
|
||
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
|
||
|
||
|
||
--- page 14 ---
|
||
– 14 –
|
||
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
|
||
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 118,537 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
|
||
POOL A
|
||
100 62,321 3,116 out of 62,321 to receive 100 Shares 5.00%
|
||
200 5,937 332 out of 5,937 to receive 100 Shares 2.80%
|
||
300 2,579 148 out of 2,579 to receive 100 Shares 1.91%
|
||
400 1,812 106 out of 1,812 to receive 100 Shares 1.46%
|
||
500 1,890 113 out of 1,890 to receive 100 Shares 1.20%
|
||
600 1,150 70 out of 1,150 to receive 100 Shares 1.01%
|
||
700 749 47 out of 749 to receive 100 Shares 0.90%
|
||
800 1,325 86 out of 1,325 to receive 100 Shares 0.81%
|
||
900 6,820 452 out of 6,820 to receive 100 Shares 0.74%
|
||
1,000 4,254 287 out of 4,254 to receive 100 Shares 0.67%
|
||
1,500 2,315 170 out of 2,315 to receive 100 Shares 0.49%
|
||
2,000 1,596 127 out of 1,596 to receive 100 Shares 0.40%
|
||
2,500 866 74 out of 866 to receive 100 Shares 0.34%
|
||
3,000 857 79 out of 857 to receive 100 Shares 0.31%
|
||
3,500 595 58 out of 595 to receive 100 Shares 0.28%
|
||
4,000 677 70 out of 677 to receive 100 Shares 0.26%
|
||
4,500 446 49 out of 446 to receive 100 Shares 0.24%
|
||
5,000 1,011 118 out of 1,011 to receive 100 Shares 0.23%
|
||
6,000 744 96 out of 744 to receive 100 Shares 0.22%
|
||
7,000 611 86 out of 611 to receive 100 Shares 0.20%
|
||
8,000 589 90 out of 589 to receive 100 Shares 0.19%
|
||
9,000 553 91 out of 553 to receive 100 Shares 0.18%
|
||
10,000 3,491 617 out of 3,491 to receive 100 Shares 0.18%
|
||
20,000 2,473 726 out of 2,473 to receive 100 Shares 0.15%
|
||
30,000 1,348 553 out of 1,348 to receive 100 Shares 0.14%
|
||
40,000 927 489 out of 927 to receive 100 Shares 0.13%
|
||
50,000 732 471 out of 732 to receive 100 Shares 0.13%
|
||
60,000 547 416 out of 547 to receive 100 Shares 0.13%
|
||
70,000 445 391 out of 445 to receive 100 Shares 0.13%
|
||
|
||
|
||
--- page 15 ---
|
||
– 15 –
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
NO. OF VALID
|
||
APPLICATIONS BASIS OF ALLOTMENT / BALLOT
|
||
APPROXIMATE
|
||
PERCENTAGE
|
||
ALLOTTED OF
|
||
THE TOTAL
|
||
NO. OF SHARES
|
||
APPLIED FOR
|
||
80,000 444 100 Shares plus 8 out of 444 to receive additional
|
||
100 Shares
|
||
0.13%
|
||
90,000 406 100 Shares plus 44 out of 406 to receive additional
|
||
100 Shares
|
||
0.12%
|
||
100,000 1,280 100 Shares plus 290 out of 1,280 to receive additional
|
||
100 Shares
|
||
0.12%
|
||
|
||
111,790 Total number of Pool A successful applicants: 11,658
|
||
POOL B
|
||
125,000 2,480 100 Shares plus 1,077 out of 2,480 to receive additional
|
||
100 Shares
|
||
0.11%
|
||
150,000 764 100 Shares plus 416 out of 764 to receive additional
|
||
100 Shares
|
||
0.10%
|
||
175,000 436 100 Shares plus 285 out of 436 to receive additional
|
||
100 Shares
|
||
0.09%
|
||
200,000 473 100 Shares plus 364 out of 473 to receive additional
|
||
100 Shares
|
||
0.09%
|
||
225,000 198 200 Shares 0.09%
|
||
250,000 229 200 Shares plus 3 out of 229 to receive additional
|
||
100 Shares
|
||
0.08%
|
||
275,000 123 200 Shares plus 16 out of 123 to receive additional
|
||
100 Shares
|
||
0.08%
|
||
300,000 2,044 200 Shares plus 498 out of 2,044 to receive additional
|
||
100 Shares
|
||
0.07%
|
||
|
||
6,747 Total number of Pool B successful applicants: 6,747
|
||
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.
|
||
|
||
|
||
--- page 16 ---
|
||
– 16 –
|
||
COMPLIANCE WITH LISTING RULES AND GUIDANCE
|
||
The Directors confirm that the Company has complied with the Listing Rules and guidance
|
||
materials in relation to the placing, allotment and listing of the Company’s H Shares.
|
||
The Directors confirm that, to the best of their knowledge, no rebate has been, directly
|
||
or indirectly, provided by the issuer, its controlling shareholder(s), directors or syndicate
|
||
members to any placees or the public (as the case may be) and the consideration payable by
|
||
them for each share of the issuer subscribed for or purchased by them is the same as the final
|
||
offer price determined by the issuer, in addition to any brokerage, AFRC transaction levy,
|
||
SFC transaction levy and trading fee payable.
|
||
The Directors confirm that at least 50% of the total number of the Offer Shares have been
|
||
allocated to and taken up by independent price setting investors in compliance with Rule
|
||
18C.08 of the Listing Rules.
|
||
The Directors further confirm that at least 20% of the issued share capital of the Company
|
||
will be held by sophisticated independent investors at the time of Listing in compliance with
|
||
Chapter 2.5 of the Guide for New Listing Applicants.
|
||
OTHERS/ADDITIONAL INFORMATION
|
||
Reallocation
|
||
As the Hong Kong Public Offering has been over-subscribed by more than 100 times of the
|
||
total number of Offer Shares initially available under the Hong Kong Public Offering, the
|
||
reallocation procedure as disclosed in the section headed “Structure of the Global Offering
|
||
— The Hong Kong Public Offering — Reallocation” in the Prospectus has been applied.
|
||
The number of Offer Shares initially available under the Hong Kong Public Offering is
|
||
600,000 H Shares, representing approximately 5% of the total number of Offer Shares
|
||
initially available under the Global Offering. As a result of such reallocation, the final
|
||
number of Offer Shares under the Hong Kong Public Offering is adjusted to 2,400,000
|
||
H Shares, representing approximately 20% of the total number of Offer Shares initially
|
||
available under the Global Offering.
|
||
|
||
|
||
--- page 17 ---
|
||
– 17 –
|
||
DISCLAIMERS
|
||
Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited
|
||
and Hong Kong Securities Clearing Company 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 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
|
||
Offer Shares have not been and will not be registered under the United States Securities
|
||
Act of 1933, as amended (the “ U.S. Securities Act ”) or any state securities laws in the
|
||
United States and may not be offered, sold, pledged or transferred within the United States
|
||
or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the
|
||
U.S. Securities Act), except in transactions exempt from, or not subject to, the registration
|
||
requirements of the U.S. Securities Act. The Offer Shares are being offered and sold
|
||
outside the United States in offshore transactions in reliance on Regulation S under the U.S.
|
||
Securities Act.
|
||
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 March 23, 2026 issued
|
||
by Shanghai FourSemi Semiconductor Co., Ltd. for detailed information about the Global
|
||
Offering described below before deciding whether or not to invest in the H Shares thereby
|
||
being offered.
|
||
*Potential investors of the Offer Shares should note that the Joint Sponsors and the
|
||
Sponsor-OCs (for themselves and on behalf of the Hong Kong Underwriters) shall be
|
||
entitled to terminate their obligations under the Hong Kong Underwriting Agreement with
|
||
immediate effect upon the occurrence of any of the events set out in the section headed
|
||
“Underwriting – Underwriting Arrangements and Expenses – Hong Kong Public Offering
|
||
– 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 March 31, 2026).
|
||
|
||
|
||
--- page 18 ---
|
||
– 18 –
|
||
PUBLIC FLOAT AND FREE FLOAT
|
||
Immediately following the completion of the Global Offering, the total number of the H
|
||
Shares held by the public represents approximately 67.51% of the total issued share capital
|
||
of the Company, which is higher than the prescribed percentage of H Shares required to
|
||
be held in public hands of 25.00% under Rule 8.08(1) (as amended and replaced by Rule
|
||
19A.13A(1)) of the Listing Rules calculated based on the final Offer Price of HK$40.00 per
|
||
H Share, thereby satisfying the public float requirement under Rule 8.08(1) (as amended and
|
||
replaced by Rule 19A.13A(1)) of the Listing Rules.
|
||
Based on the final Offer Price of HK$40.00 per H Share, the Company satisfies the free
|
||
float requirement under Rule 19A.13C(1) of the Listing Rules.
|
||
The Directors confirm that, immediately following the completion of the Global Offering,
|
||
(i) no placee will, individually, be placed more than 10% of the enlarged issued share
|
||
capital of the Company immediately after the Global Offering; (ii) there will not be any new
|
||
substantial Shareholder immediately after the Global Offering; (iii) the three largest public
|
||
shareholders of the Company do not hold more than 50% of the shares in public hands at the
|
||
time of the Listing in compliance with Rules 8.08(3) and 8.24 of the Listing Rules; and (iv)
|
||
there will be at least 300 Shareholders at the time of the Listing in compliance with Rule
|
||
8.08(2) of the Listing Rules.
|
||
COMMENCEMENT OF DEALINGS
|
||
The Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday,
|
||
March 31, 2026 (Hong Kong time), provided that the Global Offering has become
|
||
unconditional and the right of termination described in the section headed “Underwriting —
|
||
Underwriting Arrangements and Expenses — Hong Kong Public Offering — Grounds for
|
||
Termination” in the Prospectus has not been exercised. Investors who trade the H Shares on
|
||
the basis of publicly available allocation details prior to the receipt of Share certificates or
|
||
prior to the Share certificates becoming valid evidence of title do so entirely at their own
|
||
risk.
|
||
|
||
|
||
--- page 19 ---
|
||
– 19 –
|
||
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on
|
||
Tuesday, March 31, 2026 (Hong Kong time), it is expected that dealings in the H Shares on
|
||
the Stock Exchange will commence at 9:00 a.m. on Tuesday, March 31, 2026 (Hong Kong
|
||
time). The H Shares will be traded in board lots of 100 Shares each, and the stock code of
|
||
the H Shares will be 3625.
|
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By order of the Board
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Shanghai FourSemi Semiconductor Co., Ltd.
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Xu Xiaolin
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Chairman of the Board, Executive Director and president
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Hong Kong, March 30, 2026
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As of the date of this announcement, the Board comprises: (i) Mr. Xu Xiaolin, Mr. Liu Baoliang, Mr. Qian
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Shun and Ms. Yu Bingbing as executive Directors; (ii) Mr. Chen Binglin, Mr. Lin Enfeng as non-executive
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Directors; and (iii) Mr. Liu Hongcan, Ms. Liu Liping and Mr. Dai Xueguang as independent non executive
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Directors.
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