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geometrybase 8a0dfd88f0 Make PDF text extraction a standard archive step 
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.
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- 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.
2026-06-15 13:27:41 +00:00

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--- page 1 ---
1
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 the Offer
Shares in the United States or in any other jurisdictions. 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 securities
law of any state or other jurisdiction of the United States. The Offer Shares may not be offered, sold, pledged or
otherwise transferred within 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. The Offer Shares are being
offered and sold outside the United States to investors that are not U.S. persons nor persons acquiring for the account
or benefit of U.S. persons in reliance on Regulation S under the U.S. Securities Act. There will be no public offer of
the Offer Shares 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
December 31, 2025 (the “Prospectus ”) issued by GigaDevice Semiconductor Inc. (ʮ
̡) (the “Company ”) for detailed information about the Global Offering described below before deciding whether or
not to invest in the H Shares thereby being offered. Any investment decision in relation to the Offer Shares should be
taken solely in reliance on the information in the Prospectus.
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those
defined in the Prospectus.
In connection with the Global Offering, Huatai Financial Holdings (Hong Kong) Limited, as stabilizing manager
(the “Stabilizing Manager ”) (or its affiliates or any person acting for it), on behalf of the Underwriters, the extent
permitted by the applicable laws and regulatory requirements of Hong Kong or elsewhere, may over-allocate or effect
transactions with a view to stabilizing or supporting the market price of the H Shares at such price, in such amounts
and in such manners as the Stabilizing Manager, its affiliates or any person acting for it may determine and at a
level higher than that which might otherwise prevail for a limited period after the Listing Date. However, there is
no obligation on the Stabilizing Manager (or its affiliates or any person acting for it) to conduct any such stabilizing
action. Such stabilizing action, if taken, (a) will be conducted at the absolute discretion of the Stabilization Manager
(or its affiliates or any person acting for it) and in what the Stabilizing Manager reasonably regards as the best interest
of our Company, (b) may be discontinued at any time and (c) is required to be brought to an end within 30 days of
the last day for lodging applications under the Hong Kong Public Offering (which is Saturday, February 7, 2026).
Such stabilizing action, if taken, may be effected in all jurisdictions where it is permissible to do so, in each case in
compliance with all applicable laws, rules and regulatory requirements, including the Securities and Futures (Price
Stabilizing) Rules (Chapter 571 W of the Laws of Hong Kong), as amended, made under the Securities and Futures
Ordinance (Chapter 571 of the Laws of Hong Kong).
Potential investors should be aware that no stabilizing action can be taken to support the price of the H Shares for
longer than the stabilization period, which will begin on the Listing Date, and is expected to expire on the 30th day
after the last day for lodging applications under the Hong Kong Public Offering (which is Saturday, February 7, 2026).
After this date, when no further stabilizing action may be taken, demand for the H Shares, and therefore the price of
the H Shares, could fall.
Potential investors of the Offer Shares should note that the Overall Coordinators (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
Tuesday, January 13, 2026).
--- page 2 ---
2
GigaDevice Semiconductor Inc.
ʮ̡
(A joint stock company incorporated in the People ’s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares under the
Global Offering
: 28,915,800 H Shares (subject to the
Over-allotment Option)
Number of Hong Kong Offer Shares : 2,891,600 H Shares
Number of International Offer Shares : 26,024,200 H Shares (subject to
the Over-allotment Option)
Final Offer Price : HK$162.00 per H Share plus brokerage
of 1.0%, SFC transaction levy of
0.0027%, Stock Exchange trading fee of
0.00565% and AFRC transaction levy of
0.00015% (payable in full on application
in Hong Kong dollars and
subject to refund)
Nominal value : RMB1.00 per H Share
Stock Code : 3986
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
--- page 3 ---
1
GIGADEVICE SEMICONDUCTOR INC.
兆易創新科技集團股份有限公司
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 December 31, 2025 (the “Prospectus”) issued by GigaDevice
Semiconductor Inc. (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 H Shares could move
substantially even with a small number of H Shares traded and should exercise extreme caution when
dealing in the H Shares.
SUMMARY
Company Information
Stock Code 3986
Stock short name GIGADEVICE
Dealings commencement date January 13, 2026
*see note at the end of the announcement
Price Information
Final Offer Price HK$162.00
Offer Shares and Share Capital
Number of Offer Shares 28,915,800
Number of Offer Shares in Hong Kong Public Offering 2,891,600
Number of Offer Shares in International Offering 26,024,200
Number of issued Shares upon Listing (before exercise of the
Over-allotment Option)
696,765,151
Number of issued Shares upon Listing include 603,020 A Shares held by the Company as treasury shares.
Offer Size Adjustment Option (Upsize option)
Number of additional shares issued under the option 0
- Public Offer -
- International Offer -
Note: The Offer Size Adjustment Option has not been exercised.
Over-allocation
No. of Offer Shares over-allocated 4,337,300
Such over-allocation may be covered by exercising the Over-allotment Option or by making purchases in
the secondary market at prices that do not exceed the Offer Price or through deferred delivery or a
combination of these means. In the event the Over-allotment Option is exercised, an announcement will be
made on the Stock Exchange’s website.
--- page 4 ---
2
Proceeds
Gross proceeds (Note) HK$4,684.4 million
Less: Estimated listing expenses payable based on Final
Offer Price
HK$73.5 million
Net proceeds HK$4,610.9 million
Note: Gross proceeds refers to the amount which the Company is entitled to receive. For details of the use of
proceeds, please refer to the section headed “Future Plans and Use of Proceeds” of the Prospectus.
The Company will adjust the allocation of the net proceeds from the exercise of the Over-allotment Option (if
any) for the purposes as set out in the section headed “Future Plans and Use of Proceeds” of the Prospectus
on a pro rata basis.
ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFERING
No. of valid applications 148,419
No. of successful applications 25,871
Subscription level 542.22 times
Claw-back triggered N/A
No. of Offer Shares initially available under the Hong Kong Public
Offering
2,891,600
Final no. of Offer Shares under the Hong Kong Public Offering 2,891,600
% of Offer Shares under the Hong Kong Public Offering to the Global
Offering
10%
% of final no. of Offer Shares under the Hong Kong Public Offering to
the Global Offering (after overallocation)
8.70%
Note: For details of the final allocation of H Shares to the Hong Kong Public Offering, investors can refer to
https://www.hkeipo.hk/iporesult to perform a search by name or identification document number or
https://www.hkeipo.hk/iporesult for the full list of allottees.
INTERNATIONAL OFFERING
No. of placees 177
Subscription Level 18.52 times
No. of Offer Shares initially available under the International Offering 26,024,200
Final no. of Offer Shares under the International Offering 26,024,200
% of Offer Shares under the International Offering to the Global
Offering
90%
% of final no. of Offer Shares under the International Offering to the
Global Offering (after over-allocation)
91.30%
--- page 5 ---
3
The Directors confirm that, to the best of their knowledge, information and belief, save for (a) a waiver from
strict compliance with Rule 10.04 of the Listing Rules and a consent under paragraph 1C(2) of Appendix F1 to
the Listing Rules (the “Placing Guidelines”) granted by the Stock Exchange to permit the Company to allocate
certain Offer Shares in the International Offering to certain Existing Minority Shareholders and/or their close
associates; and (b) a consent under Chapter 4.15 of the Guide for New Listing Applicants to permit the Company
to, among other things, allocate further H Shares in the International Offering to the Cornerstone Investors, (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, Supervisors, chief executive of the Company, 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, Supervisors, chief executive of the Company, substantial Shareholders,
existing Shareholders of the Company or any of its subsidiaries or their respective close associates in relation to
the acquisition, disposal, voting or other disposition of H Shares registered in his/her/its name or otherwise held
by him/her/it.
The placees in the International Offering include the following:
Cornerstone Investors
Investor
No. of Offer
Shares allocated
% of total issued H
Shares after the
Global Offering
(assuming the
Over-allotment
Option is not
exercised)
% of total issued share
capital in the Company
after the Global Offering
(assuming the Over-
allotment Option is not
exercised and no
additional Shares are
issued pursuant to the
Share Incentive Plans)
Existing
shareholders or
their close
associates
Beijing Yuanfeng Asset
Management L.L.P. (北
京源峰私募基金管理
合夥企業(有限合夥))
(“Yuanfeng Asset
Management”) and
Huatai Capital
Investment Limited
(“HTCI”) (in
connection with the
Yuanfeng Asset
Management OTC
Swaps) (as defined in
the Prospectus)
886,100 3.06% 0.13% No
China Pinnacle Equity
Management Limited
(“CPE”)
1,035,000 3.58% 0.15% No
Shanghai Greenwoods
Asset Management Co.,
Ltd. (上海景林資產管
理有限公司)
(“Shanghai
Greenwoods”) and
1,426,500 4.93% 0.20% No
--- page 6 ---
4
Huatai Capital
Investment Limited
(“HTCI”) (in
connection with the
Greenwoods OTC
Swaps) (as defined in
the Prospectus)
New Alternative
Limited 1,200,700 4.15% 0.17% No
New Golden Future
Limited 1,200,700 4.15% 0.17% No
Dymon Asia Multi-
Strategy Investment
Master Fund
(“DAMSIMF”)
1,200,700 4.15% 0.17% Yes
CloudAlpha Capital
Management Limited
(“CloudAlpha
Capital”)
960,600 3.32% 0.14% No
3W Fund Management
Limited (“3W Fund”) 480,300 1.66% 0.07% No
HUAQIN TELECOM
HONG KONG
LIMITED (華勤通訊香
港有限公司)
1,440,900 4.98% 0.21% No
Metazone Link (HK)
Limited (“Metazone”) 960,600 3.32% 0.14% No
Sky Royal Trading
Limited 480,300 1.66% 0.07% No
Green Better Limited
(“Green Better”) 480,300 1.66% 0.07% No
New China Asset
Management (Hong
Kong) Limited (“New
China Asset
Management”)
480,300 1.66% 0.07% No
Taikang Life Insurance
Co., Ltd (“Taikang
Life”)
480,300 1.66% 0.07% Yes
Summit Ridge Capital
SP (“Summit Ridge”) 480,300 1.66% 0.07% No
ICBC Wealth
Management Co., Ltd.
(“ICBC Wealth”)
480,300 1.66% 0.07% No
Greater Bay Area
Development Fund
Management Limited
(大灣區發展基金管理
有限公司) (“GBAD
Fund Management”)
480,300 1.66% 0.07% No
--- page 7 ---
5
Wind Sabre Fund SPC
on behalf of Wind
Sabre Opportunities
Fund SP (“Wind
Sabre”)
240,100 0.83% 0.03% No
Total 14,394,300 49.78% 2.07%
Notes:
1. The number of H Shares immediately after the Global Offering is the same as the number of Offer
Shares to be issued under the Global Offering (assuming the Over-allotment Option is not
exercised).
2. In addition to the Offer Shares subscribed for as Cornerstone Investors, DAMSIMF, Taikang Life,
HTCI, CPE, New Alternative Limited, New Golden Future Limited, CloudAlpha Capital, 3W Fund,
, Sky Royal Trading Limited, New China Asset Management, ICBC Wealth, GBAD Fund
Management and Wind Sabre were allocated further Offer Shares as placees in the International
Offering. Please refer to the section headed “Allotment Results Details – International Offering –
Allotees with Waivers/Consents Obtained” in this announcement for details. Only the Offer Shares
subscribed for as Cornerstone Investors are subject to lock-up as indicated below. For details,
please refer to the section headed “Lock-up Undertakings – Cornerstone Investors” in this
announcement.
Allotees with Waivers/Consents Obtained
Investor
No. of Offer
Shares
allocated
% of total issued H
Shares after the
Global Offering
(assuming the Over-
allotment Option is
not exercised) Note 3
% of total issued share
capital in the Company
after the Global
Offering (assuming the
Over-allotment Option
is not exercised and no
additional Shares are
issued pursuant to the
Share Incentive Plans)
Note 4 Relationship
Allotees with consent under Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations
of further H Shares to Cornerstone Investors Note 1 Note 5
DAMSIMF 240,000 0.83% 0.03% DAMSIMF is a
Cornerstone Investor
Taikang Life 96,000 0.33% 0.01% Taikang Life is a
Cornerstone Investor
Yuanfeng Asset
Management and
HTCI (in connection
with the Yuanfeng
Asset Management
OTC Swaps)
472,600 1.63% 0.07%
HTCI (in connection
with the Yuanfeng
Asset Management
OTC Swaps) is a
Cornerstone Investor
--- page 8 ---
6
CPE 488,000 1.69% 0.07% CPE is a Cornerstone
Investor
Shanghai Greenwoods
and HTCI (in
connection with the
Greenwoods OTC
Swaps)
676,000 2.34% 0.10%
HTCI (in connection
with the Greenwoods
OTC Swaps) is a
Cornerstone Investor
Greenwoods Asset
Management Hong
Kong Limited
284,600 0.98% 0.04%
Greenwoods Asset
Management Hong
Kong Limited holding
24.9% of the
registered share
capital of Shanghai
Greenwoods, and is
therefore a close
associate of the
Cornerstone Investor,
Shanghai
Greenwoods
New Alternative
Limited 220,000 0.76% 0.03%
New Alternative
Limited is a
Cornerstone Investor
New Golden Future
Limited 1,230,600 4.26% 0.18%
New Golden Future
Limited is a
Cornerstone Investor
STRONG MEDIA
LIMITED 950,900 3.29% 0.14%
Each of New
Alternative Limited
and New Golden
Future Limited is
wholly-owned by
Yunfeng Capital
Limited, a wholly-
owned subsidiary of
Yunfeng Investments
Limited (“Yunfeng
Capital”). Yunfeng
Capital is majority-
owned and controlled
by Mr. Yu Feng.
STRONG MEDIA
LIMITED is
ultimately wholly
owned by Mr. Yu
Feng, and is therefore
a close associate of
the Cornerstone
Investors, New
Alternative Limited
and New Golden
--- page 9 ---
7
Future Limited.
CloudAlpha Capital 192,000 0.66% 0.03%
CloudAlpha Capital is
a Cornerstone
Investor
3W Fund 96,000 0.33% 0.01% 3W Fund is a
Cornerstone Investor
LI Dongsheng 476,600 1.65% 0.07%
LI Dongsheng is a
close associate of a
Cornerstone Investor,
Metazone. Metazone
is a wholly owned
subsidiary of TCL
Industries Holdings
Co., Ltd ("TCL"),
and Mr. Li
Dongsheng is the
Chairman and the
ultimate beneficial
owner of TCL.
Sky Royal Trading
Limited 144,000 0.50% 0.02%
Sky Royal Trading
Limited is a
Cornerstone Investor
New China Asset
Management 96,000 0.33% 0.01%
New China Asset
Management is a
Cornerstone Investor
Summit Nova Capital
SP 192,000 0.66% 0.03%
Summit Nova Capital
SP is a close associate
of a Cornerstone
Investor, Summit
Ridge. Both of
Summit Nova Capital
SP and Summit Ridge
are segregated
portfolios managed
by the same
investment manager,
S Harmony Asset
Management Limited.
ICBC Wealth 96,000 0.33% 0.01% ICBC Wealth is a
Cornerstone Investor
GBAD Fund
Management 96,000 0.33% 0.01%
GBAD Fund
Management is a
Cornerstone Investor
--- page 10 ---
8
Wind Sabre 48,000 0.17% 0.01% Wind Sabre is a
Cornerstone Investor
Allotees with consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the Guide for
New Listing Applicants in relation to allocations to connected clients Note 2
CICC Financial
Trading Limited
("CICC FT")
242,800 0.84% 0.04% Connected client
HTCI (in connection
with the Yuanfeng
Asset Management
OTC Swaps)
886,100 3.06% 0.13% Connected client as a
Cornerstone Investor
HTCI (in connection
with the Greenwoods
OTC Swaps)
1,426,500 4.93% 0.20% Connected client as a
Cornerstone Investor
HTCI 1,187,600 4.11% 0.17% Connected client as a
placee
CITIC Securities
International Capital
Management Limited
(CSICM)
28,800 0.10% 0.00% Connected client
China Asset
Management Co. Ltd.
(China AMC)
13,000 0.04% 0.00% Connected client
China Asset
Management (Hong
Kong) Limited
(China AMC HK)
8,000 0.03% 0.00% Connected client
Bosera Asset
Management
(International) Co.,
Ltd (Bosera AM)
2,000 0.01% 0.00% Connected client
ICBC UBS Asset
Management
(International)
Company Limited
(ICBC UBS
International)
1,500 0.01% 0.00% Connected client
ICBC UBS Asset
Management Co., Ltd.
(ICBC UBS)
6,500 0.02% 0.00% Connected client
--- page 11 ---
9
Notes:
1. The number of Offer Shares allocated to the relevant investors listed in this subsection only represents
the number of Offer Shares allocated to the investors as placees in the International Offering. For
allocations of Offer Shares to the relevant investors as Cornerstone Investors, please refer to the
section headed “Allotment Results Details – International Offering – Cornerstone Investors” in this
announcement. For details of the consent under Chapter 4.15 of the Guide for New Listing Applicants
in relation to allocations of further H Shares to the existing Shareholders and/or their close associates
and Cornerstone Investors, please refer to the section headed “Others/Additional Information –
Allotees with consent under Chapter 4.15 of the Guide for New Listing Applicants in relation to
allocations of further H Shares to Cornerstone Investors” in this announcement.
2. For details of the consent under paragraph 1C(1) of the Placing Guidelines and Chapter 4.15 of the
Guide for New Listing Applicants in relation to allocations to connected clients, please refer to the
section headed “Others / Additional Information – Placing to connected clients with a prior consent
under paragraph 1C(1) of the Placing Guidelines” in this announcement.
3. The number of H Shares immediately after the Global Offering is the same as the number of Offer
Shares to be issued under the Global Offering (assuming the Over-allotment Option is not exercised).
4. Not taking into account any A Shares held by the relevant investors.
5. Except for DAMSIMF and Taikang Life, none of the allotees with consent under Chapter 4.15 of the
Guide for New Listing Applicants in relation to allocations of further H Shares to Cornerstone
Investors is an existing Shareholder of the Company.
--- page 12 ---
10
LOCK-UP UNDERTAKINGS
Cornerstone Investors
Name
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 (assuming the
Over-allotment
Option is not
exercised)Note 1
% of total issued
share capital in the
Company subject to
lock-up undertakings
upon Listing
(assuming the Over-
allotment
Option is not
exercised and no
additional Shares are
issued pursuant to the
Share Incentive
Plans)
Last day subject to
the lock-up
undertakingsNote 2
Yuanfeng Asset
Management and
HTCI (in connection
with the Yuanfeng
Asset Management
OTC Swaps)
886,100 3.06% 0.13% July 12, 2026
CPE 1,035,000 3.58% 0.15% July 12, 2026
Shanghai
Greenwoods and
HTCI (in connection
with the Greenwoods
OTC Swaps)
1,426,500 4.93% 0.20% July 12, 2026
New Alternative
Limited 1,200,700 4.15% 0.17% July 12, 2026
New Golden Future
Limited 1,200,700 4.15% 0.17% July 12, 2026
DAMSIMF 1,200,700 4.15% 0.17% July 12, 2026
CloudAlpha Capital 960,600 3.32% 0.14% July 12, 2026
3W Fund 480,300 1.66% 0.07% July 12, 2026
HUAQIN
TELECOM HONG
KONG LIMITED
(華勤通訊香港有限
公司)
1,440,900 4.98% 0.21% July 12, 2026
--- page 13 ---
11
Metazone 960,600 3.32% 0.14% July 12, 2026
Sky Royal Trading
Limited 480,300 1.66% 0.07% July 12, 2026
Green Better 480,300 1.66% 0.07% July 12, 2026
New China Asset
Management 480,300 1.66% 0.07% July 12, 2026
Taikang Life 480,300 1.66% 0.07% July 12, 2026
Summit Ridge 480,300 1.66% 0.07% July 12, 2026
ICBC Wealth 480,300 1.66% 0.07% July 12, 2026
GBAD Fund
Management 480,300 1.66% 0.07% July 12, 2026
Wind Sabre 240,100 0.83% 0.03% July 12, 2026
Total 14,394,300 49.78% 2.07%
Notes:
1. The number of H Shares immediately after the Global Offering is the same as the number of Offer
Shares to be issued under the Global Offering.
2. In accordance with the relevant cornerstone investment agreements, the required lock-up ends on
July 12, 2026. The Cornerstone Investors will cease to be prohibited from disposing of or transferring
H Shares subscribed pursuant to the relevant cornerstone investment agreements after the indicated
date.
--- page 14 ---
12
PLACEE CONCENTRATION ANALYSIS
Placees*
Number of H
Shares allotted
Allotment as
% of
International
Offering
(assuming no
exercise of the
Over-
allotment
Option)
Allotment as
% of
International
Offering
(assuming the
Over-
allotment
Option is fully
exercised and
new H Shares
are issued)
Allotment as
% of total
Offer Shares
(assuming no
exercise of the
Over-
allotment
Option)
Allotment as
% of total
Offer Shares
(assuming the
Over-
allotment
Option is fully
exercised and
new H Shares
are issued)
Number of H
Shares held
upon Listing
% of total
issued H share
capital upon
Listing
(assuming no
exercise of the
Over-
allotment
Option)
% of total
issued H share
capital upon
Listing
(assuming the
Over-
allotment
Option is fully
exercised and
new H Shares
are issued)
% of total
issued share
capital upon
Listing
(assuming no
exercise of the
Over-
allotment
Option and no
additional
Shares are
issued
pursuant to
the Share
Incentive
Plans)
% of total
issued share
capital upon
Listing
(assuming the
Over-
allotment
Option is fully
exercised and
new H Shares
are issued)
Top 1 4,802,900 18.46% 15.82% 16.61% 14.44% 4,802,900 16.61% 14.44% 0.69% 0.69%
Top 5 11,594,600 44.55% 38.19% 40.10% 34.87% 11,594,600 40.10% 34.87% 1.66% 1.65%
Top 10 17,467,900 67.12% 57.53% 60.41% 52.53% 17,467,900 60.41% 52.53% 2.51% 2.49%
Top 25 25,716,500 98.82% 84.70% 88.94% 77.34% 25,716,500 88.94% 77.34% 3.69% 3.67%
Note:
* Ranking of placees is based on the number of H Shares allotted to the placees.
--- page 15 ---
13
H SHAREHOLDER CONCENTRATION ANALYSIS
H
Sharehol
ders
*
Number of H
Shares allotted
Allotment as
% of
International
Offering
(assuming no
exercise of the
Over-
allotment
Option)
Allotment as
% of
International
Offering
(assuming the
Over-
allotment
Option is fully
exercised and
new H Shares
are issued)
Allotment as
% of total
Offer Shares
(assuming no
exercise of the
Over-
allotment
Option)
Allotment as
% of total
Offer Shares
(assuming the
Over-
allotment
Option is fully
exercised and
new H Shares
are issued)
Number of H
Shares held
upon Listing
% of total
issued H share
capital upon
Listing
(assuming no
exercise of the
Over-
allotment
Option)
% of total
issued H share
capital upon
Listing
(assuming the
Over-
allotment
Option is fully
exercised and
new H Shares
are issued)
% of total
issued share
capital upon
Listing
(assuming no
exercise of the
Over-
allotment
Option and no
additional
Shares are
issued
pursuant to
the Share
Incentive
Plans)
% of total
issued share
capital upon
Listing
(assuming the
Over-allotment
Option is fully
exercised and
no additional
Shares are
issued pursuant
to the Share
Incentive
Plans)
Top 1 4,802,900 18.46% 15.82% 16.61% 14.44% 4,802,900 16.61% 14.44% 0.69% 0.69%
Top 5 11,594,600 44.55% 38.19% 40.10% 34.87% 11,594,600 40.10% 34.87% 1.66% 1.65%
Top 10 17,467,900 67.12% 57.53% 60.41% 52.53% 17,467,900 60.41% 52.53% 2.51% 2.49%
Top 25 25,716,500 98.82% 84.70% 88.94% 77.34% 25,716,500 88.94% 77.34% 3.69% 3.67%
Note:
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholders upon Listing.
--- page 16 ---
14
SHAREHOLDER CONCENTRATION ANALYSIS
Shareholders
*
Number of H
Shares
allotted
Allotment as
% of
International
Offering
(assuming no
exercise of the
Over-
allotment
Option)
Allotment as %
of International
Offering
(assuming the
Over- allotment
Option is fully
exercised and
new H Shares
are issued)
Allotment as
% of total
Offer Shares
(assuming no
exercise of the
Over-
allotment
Option)
Allotment as %
of total Offer
Shares
(assuming the
Over- allotment
Option is fully
exercised and
new H Shares
are issued)
Number of
H Shares
held upon
Listing
Number of
Shares held
upon Listing#
% of total issued
share capital upon
Listing
(assuming no
exercise of the
Over-allotment
Option and no
additional Shares
are issued pursuant
to the Share
Incentive Plans)
% of total issued
share capital upon
Listing (assuming
the Over-allotment
Option is fully
exercised and no
additional Shares
are issued pursuant
to the Share
Incentive Plans)
Top 1 0 0.00% 0.00% 0.00% 0.00% 0 58,811,513 8.44% 8.39%
Top 5 0 0.00% 0.00% 0.00% 0.00% 0 136,149,214 19.54% 19.42%
Top 10 0 0.00% 0.00% 0.00% 0.00% 0 169,209,743 24.29% 24.13%
Top 25 7,190,000 27.63% 23.68% 24.87% 21.62% 7,190,000 216,762,305 31.11% 30.92%
Note:
* Ranking of Shareholders is based on the aggregate of, where applicable, the number of H Shares held by the Shareholders upon Listing and the A Shares held by the Shareholders as
of December 31, 2025, which is the latest shareholding of A Shares available to the Company.
# Among the top 25 placees, certain placees are also existing Shareholders. To the best knowledge, information and belief of the Company after due enquiry, no allocation has been
made to the Existing Minority Shareholders holding more than 1% of the issued share capital of the Company immediately prior to the completion of the Global Offering. As the top
25 placees who are also existing shareholders held less than 1% of the issued share capital of the Company immediately prior to the completion of the Global Offering, the number
of A Shares held by them are not counted into the number of Shares held upon Listing.
--- page 17 ---
15
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
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:
Approximate Pool A percentage allotted of the Number of Number total number of H Shares of valid H Shares applied applied for applications Basis of allocation/ballot for 100 48,658 974 out of 48,658 applicants to receive 100 H Shares 2.00% 200 8,274 249 out of 8,274 applicants to receive 100 H Shares 1.50% 300 15,497 596 out of 15,497 applicants to receive 100 H Shares 1.28% 400 2,758 127 out of 2,758 applicants to receive 100 H Shares 1.15% 500 3,235 171 out of 3,235 applicants to receive 100 H Shares 1.06% 600 3,654 216 out of 3,654 applicants to receive 100 H Shares 0.99% 700 1,898 123 out of 1,898 applicants to receive 100 H Shares 0.93% 800 1,546 109 out of 1,546 applicants to receive 100 H Shares 0.88% 900 1,312 99 out of 1,312 applicants to receive 100 H Shares 0.84% 1,000 8,663 694 out of 8,663 applicants to receive 100 H Shares 0.80% 1,500 4,161 425 out of 4,161 applicants to receive 100 H Shares 0.68% 2,000 3,487 419 out of 3,487 applicants to receive 100 H Shares 0.60% 2,500 2,206 304 out of 2,206 applicants to receive 100 H Shares 0.55% 3,000 2,520 386 out of 2,520 applicants to receive 100 H Shares 0.51% 3,500 1,814 305 out of 1,814 applicants to receive 100 H Shares 0.48% 4,000 1,648 297 out of 1,648 applicants to receive 100 H Shares 0.45% 4,500 1,275 253 out of 1,275 applicants to receive 100 H Shares 0.44% 5,000 2,667 561 out of 2,667 applicants to receive 100 H Shares 0.42% 6,000 2,112 482 out of 2,112 applicants to receive 100 H Shares 0.38% 7,000 1,643 415 out of 1,643 applicants to receive 100 H Shares 0.36% 8,000 1,260 353 out of 1,260 applicants to receive 100 H Shares 0.35% 9,000 1,116 342 out of 1,116 applicants to receive 100 H Shares 0.34% 10,000 6,372 2,040 out of 6,372 applicants to receive 100 H Shares 0.32% 20,000 4,056 1,947 out of 4,056 applicants to receive 100 H Shares 0.24% 30,000 3,895 2,571 out of 3,895 applicants to receive 100 H Shares 0.22% Total 135,727 Total number of Pool A successful applicants: 14,458
--- page 18 ---
16
Pool B Approximate percentage allotted of the Number Number total number of of H Shares of valid H Shares applied applied for applications Basis of allocation/ballot for 40,000 5,709 4,568 out of 5,709 applicants to receive 100 H Shares 0.20%50,000 1,573 1,435 out of 1,573 applicants to receive 100 H Shares 0.18% 60,000 1,013 100 H Shares 0.17% 70,000 760 100 H Shares plus 74 out of 760 applicants to receive an additional 100 H Shares 0.16% 80,000 504 100 H Shares plus 101 out of 504 applicants to receive an additional 100 H Shares 0.15% 90,000 356 100 H Shares plus 100 out of 356 applicants to receive an additional 100 H Shares 0.14% 100,000 1,574 100 H Shares plus 536 out of 1,574 applicants to receive an additional 100 H Shares 0.13% 200,000 538 200 H Shares 0.10% 300,000 236 200 H Shares plus 130 out of 236 applicants to receive an additional 100 H Shares 0.09% 400,000 93 200 H Shares plus 86 out of 93 applicants to receive an additional 100 H Shares 0.07% 500,000 69 300 H Shares 0.06% 600,000 50 300 H Shares plus 34 out of 50 applicants to receive an additional 100 H Shares 0.06% 700,000 26 400 H Shares 0.06% 800,000 34 400 H Shares plus 11 out of 34 applicants to receive an additional 100 H Shares 0.05% 900,000 15 400 H Shares plus 6 out of 15 applicants to receive an additional 100 H Shares 0.05% 1,000,000 26 400 H Shares plus 13 out of 26 applicants to receive an additional 100 H Shares 0.05% 1,200,000 34 500 H Shares 0.04% 1,445,800 82 600 H Shares 0.04%Total 12,692 Total number of Pool B successful applicants: 11,413
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 19 ---
17
COMPLIANCE WITH LISTING RULES AND GUIDANCE
The Directors confirm that, except for the Listing Rules that have been waived and/or in respect of which
consent has been obtained, 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, 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.
OTHERS / ADDITIONAL INFORMATION
Offer Size Adjustment Option
The Offer Size Adjustment Option has not been exercised. As a result, the final number of Offer Shares
under the International Offering has not been adjusted.
Allocations of Offer Shares to the existing Shareholders and/or their close associates and
Cornerstone Investors with a consent under Chapter 4.15 of the Guide for New Listing Applicants
The Company has applied to, and the Stock Exchange has granted, a consent under Chapter 4.15 of the
Guide for New Listing Applicants to permit the Company to allocate further Offer Shares in the
International Offering to certain Cornerstone Investors as placees, subject to the following conditions
(“Allocation to Size-based Exemption Participants”):
(a) the final offering size of the Global Offering, excluding any over-allocation, will be of a total
value of at least HK$1 billion;
(b) the Offer Shares allocated to all existing Shareholders and their close associates (whether as
cornerstone investors and/or as placees) as permitted under the Size-based Exemption (as defined
in the Guide for New Listing Applicants) do not exceed 30% of the total number of the H Shares
offered under the Global Offering;
(c) the Allocation to Size-based Exemption Participants will not affect the Company’s ability to
satisfy its public float requirement as prescribed by the Stock Exchange under the waiver from
strict compliance with the requirements of Rule 8.08(1) and 19A.13A of the Listing Rules;
(d) each Director, chief executive and Supervisor of the Company confirms that no securities have
been allocated to them or their respective close associates under the Size-based Exemption; and
(e) details of the allocation to existing Shareholders and/or their close associates and Cornerstone
Investors under the Size-based Exemption will be disclosed in this announcement.
Such allocations of Offer Shares are in compliance with all the conditions under the consent granted by
the Stock Exchange.
For details of the allocations of Offer Shares to existing Shareholders and/or their close associates and
Cornerstone Investors, please refer to the section headed “Allotment Results Details – International
Offering – Allotees with Waivers/Consents Obtained” in this announcement.
Placing to connected clients with a prior consent under paragraph 1C(1) of the Placing Guidelines
--- page 20 ---
18
Under the International Offering, certain Offer Shares were placed to connected clients of their connected
distributors pursuant to the Placing Guidelines. Details of the placement to connected clients are set out
below. The Company has applied to the Stock Exchange for, and the Stock Exchange has granted,
consents under paragraph 1C(1) of the Placing Guidelines to permit the Company to allocate such Offer
Shares in the International Offering to the connected clients. The allocation of Offer Shares to such
connected clients is in compliance with all the conditions under the consent granted by the Stock
Exchange.
--- page 21 ---
19
Part A - Connected Clients holding the beneficial interest of the Offer Shares on a non-discretionary basis on behalf of independent third parties
No. Connected
Distributor
Connected
Client
Relationship
with the
Connected
Distributor
Identities of the
ultimate
beneficial
owners of the
Offer Shares or,
where
applicable,
details of the
structured
products under
which the
subscription by
the Connected
Client was made
(e.g. OTC total
return swaps)
Whether the
Connected
Client is a
collective
investment
scheme which is
not authorised
by the SFC or is
expected to
hold the Offer
Shares on
behalf of such
scheme
Number of
Offer Shares
allocated to
the connected
client
Approximate
Percentage of
total number of
Offer Shares
(assuming the
Over-allotment
Option is not
exercised and
no additional
Shares are
issued pursuant
to the Share
Incentive Plans)
Approximate
percentage of total
Shares in issue
immediately
following the
completion of
Global Offering
(assuming the
Over-allotment
Option is not
exercised and no
additional Shares
are issued
pursuant to the
Share Incentive
Plans)
1. China
International
Capital
Corporation
Hong Kong
Securities
Limited
(CICCHKS)
CICC
Financial
Trading
Limited
(CICC FT)
(Note 1)
CICC FT is a
member of the
same group of
CICCHKS.
Please refer to
Note (1).
N Pinpoint:
1,800 0.01% 0.00%
Hengde
Funds: 49,000 0.17% 0.01%
Jindan No.6:
192,000 0.66% 0.03%
2. Huatai
Financial
Holdings
(Hong Kong)
Huatai
Capital
Investment
HTCI is a
member of the
same group of
HTFH.
Please refer to
Note (3).
N Greenwoods
Funds:
676,000
2.34% 0.10%
--- page 22 ---
20
Limited
(HTFH)
Limited
(HTCI)
(Note 2)
Yuanfeng
Funds:
472,600
1.63%
0.07%
Gaoyi Funds:
39,000 0.13% 0.01%
3. CITIC
Securities
Brokerage
(HK) Limited
(CSB)
CITIC
Securities
International
Capital
Management
Limited
(CSICM)
CSICM is a
member of the
same group of
CSB.
Please refer to
Note (4).
N Beevest:
24,000 0.08% 0.00%
HY Capital:
4,800 0.02% 0.00%
--- page 23 ---
21
Part B - Connected Clients holding the beneficial interest of the Offer Shares on a discretionary basis on behalf of independent third parties
No. Connected
Distributor
Connected Client Relationship
with the
Connected
Distributor
Whether the
Connected
Client is a
collective
investment
scheme which is
not authorised
by the SFC or is
expected to hold
the Offer Shares
on behalf of
such scheme
Number of
Offer Shares
allocated to the
connected
client
Approximate
Percentage of total
number of Offer
Shares (assuming
the Over-allotment
Option is not
exercised and no
additional Shares
are issued pursuant
to the Share
Incentive Plans)
Approximate
percentage of total
Shares in issue
immediately following
the completion of
Global Offering
(assuming the Over-
allotment Option is not
exercised and no
additional Shares are
issued pursuant to the
Share Incentive Plans)
1. CSB China Asset
Management Co. Ltd.
(China AMC) (Note 5)
CSB is a wholly
owned
subsidiary of
CITIC Securities
Company
Limited (a
company listed
on the Stock
Exchange, stock
code: 6030.HK,
the "CITIC
Securities"),
China AMC is
controlled as to
62.2% by
CITICS
Securities, and
China AMC HK
is a wholly
N 13,000 0.04% 0.00%
2. China Asset
Management (Hong
Kong) Limited (China
AMC HK) (Note 6)
N 8,000 0.03% 0.00%
--- page 24 ---
22
owned
subsidiary of
China AMC.
Therefore, CSB,
China AMC HK
and China AMC
are members of
the same group.
3. CMB
International
Securities
Limited
(CMBI) and
CMB
International
Global Markets
Limited (CMBI
GM)
Bosera Asset
Management
(International) Co.,
Ltd
(Bosera AM) (Note 7)
Bosera AM is
controlled as to
45% by China
Merchants Fund
(招商基金) and
55% by Bosera
Asset
Management,
which is held as
to 49% by China
Merchants
Securities. Each
of CMBI and
CMBI GM is a
subsidiary of
China Merchants
Securities.
Bosera AM is
therefore a
member of the
same group of
CMBI and
CMBI GM
N 2,000 0.01% 0.00%
4. UBS AG
Singapore
ICBC UBS Asset
Management
UBS AG and
UBS HK are
N 1,500 0.01% 0.00%
--- page 25 ---
23
Branch Wealth
Management
(UBS AG) and
UBS AG Hong
Kong Branch
Wealth
Management
(UBS HK)
(International)
Company Limited
(ICBC UBS
International) (Note
8)
wholly owned
subsidiaries of
UBS Group AG,
ICBC UBS is
owned as to 20%
by UBS Group
AG, and ICBC
UBS
(International) is
the wholly
owned
subsidiary of
ICBC UBS.
Therefore, UBS
AG, UBS HK,
ICBC UBS and
ICBC UBS
(International)
are members of
the same group.
5. ICBC UBS Asset
Management Co., Ltd.
(ICBC UBS) (Note 9)
N 6,500 0.02% 0.00%
Notes:
(1) CICC FT and China International Capital Corporation Limited will enter into a series of cross border delta-one OTC swap transactions (the “OTC Swaps”) with each
other and the ultimate clients (the “CICC FT Ultimate Clients”), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis to hedge the OTC
Swaps while the economic risks and returns of the underlying Offer Shares are passed to the CICC FT Ultimate Clients, subject to customary fees and commissions. The
OTC Swaps will be fully funded by the CICC FT Ultimate Clients. During the terms of the OTC Swaps, all economic returns of the Offer Shares subscribed by CICC FT
will be passed to the CICC FT Ultimate Clients and all economic loss shall be borne by the CICC FT Ultimate Clients through the OTC Swaps, and CICC FT will not
take part in any economic return or bear any economic loss in relation to the Offer Shares. The OTC Swaps are linked to the Offer Shares and the CICC FT Ultimate
Clients may request CICC FT to redeem it at their own discretions, upon which CICC FT shall dispose of the Offer Shares and settle OTC Swaps in cash in accordance
with the terms and conditions of the OTC Swap. Despite that CICC FT will hold the legal title of the Offer Shares by itself, it will not exercise the voting rights attaching
to the relevant Offer Shares during the terms of the OTC Swaps according to its internal policy. The CICC FT Ultimate Clients for purpose of this placee subscription
include (i) 保銀多空穩健1號 ("Pinpoint No.1"), 保銀多空穩健2號 ("Pinpoint No.2") and 保銀進取1號私募證券投資基金 ("Pinpoint Aggressive", collectively,
"Pinpoint"), which are managed by Shanghai Pinpoint Private Equity Fund Management Co., Ltd. (上海保銀私募基金管理有限公司) ("Shanghai Pinpoint"); (ii) 恒
--- page 26 ---
24
德遠征添利3號私募證券投資基金 and 恒德遠征添利7號私募證券投資基金 (collectively, "Hengde Funds")"), which are managed by Beijing Hengde Times
Private Equity Fund Management Co., Ltd. (北京恒德時代私募基金管理有限公司) ("Beijing Hengde"); and (iii) 金澹遠洋6號私募證券投資基金 ("Jindan No.6"),
which are managed by Shanghai Jindan Asset Management Co., Ltd. (上海金澹資產管理有限公司) ("Shanghai Jindan"). None of the single shareholders hold 30%
or more interest in Pinpoint Aggressive, Hengde Funds or Beijing Hengde. Mr. Wang Qiang (王強) is the only single ultimate beneficial owner holding 30% or more
interest in both Pinpoint No. 1 and Pinpoint No. 2. The only ultimate beneficial owner holding 30% or more interest of Shanghai Pinpoint includes Li Mo (李墨). Zhang
Yan (張焱) is the only single ultimate beneficial owner holding 30% or more interest in Shanghai Jindan, and Ding Hai (丁海) is the only single ultimate beneficial owner
holding 30% or more interest in Jindan No.6.
To the best of CICC FT’s knowledge having made all reasonable inquiries, each of the CICC FT Ultimate Clients is an independent third party of CICC FT, CICCHKS
and the companies which are members of the same group of companies as each of the Underwriters.
The Overall Coordinators confirm that the Offer Shares to be placed to CICC FT are to be held on behalf of independent third parties.
(2) Huatai Securities Co., Ltd. ("Huatai Securities"), the shares of which are listed on both the Shanghai Stock Exchange (stock code: 601688) and the Stock Exchange
(stock code: 6886), is one of the domestic securities firms licensed to undertake cross-border derivatives trading activities. Huatai Securities entered into an ISDA
agreement (the "ISDA Agreement") with its indirectly wholly-owned subsidiary, HTCI, to set out the principal terms of any future total return swap between Huatai
Securities and HTCI.
HTFH is an Overall Coordinator in connection with the Global Offering. Pursuant to the ISDA Agreement, HTCI, which intends to participate in the Global Offering as
a placee, will hold the beneficial interest of the Offer Shares on a non-discretionary basis as the single underlying holder under a back-to-back total return swap (the
"Back-to-back TRS") to be entered by HTCI in connection with a Client TRS (as defined below) placed by and fully funded (i.e. with no financing provided by HTCI)
by the Huatai Ultimate Clients (as defined below), by which, HTCI will, subject to customary fees and commissions, pass the full economic exposure of the Offer Shares
to the Huatai Ultimate Clients (as defined below), which in effect, HTCI will hold the beneficial interest of the Offer Shares on behalf of the Huatai Ultimate Clients (as
defined below). HTFH, the Overall Coordinator, and HTCI are indirectly wholly-owned subsidiaries of Huatai Securities. Accordingly, HTCI is considered as a "connected
client" of HTFH pursuant to paragraph 1B(7) of the Placing Guidelines.
(3) PRC investors are currently not permitted under applicable PRC laws to participate directly in initial public offerings ("IPOs") in Hong Kong. However, PRC investors
are permitted to invest in products issued by appropriate domestic securities firms licensed to undertake cross-border derivatives trading activities. In connection with
such products, the licensed domestic securities firms, through their Hong Kong affiliates, may participate in Hong Kong IPOs either as placees or cornerstone investors
(the "Cross-border Derivatives Trading Regime").
Pursuant to the Cross-border Derivatives Trading Regime, the onshore investors (the "Huatai Ultimate Clients") cannot directly subscribe for the Offer Shares but may
invest in derivative products issued by domestic securities firms licenced to undertake cross-border derivatives trading activities, such as Huatai Securities, with the Offer
Shares as the underlying assets. Instead of directly subscribing for the Offer Shares, the Huatai Ultimate Clients , through their respective investment managers (as
applicable), will place a total return swap order (the "Client TRS") with Huatai Securities in connection with the Company's IPO and Huatai Securities will place a Back-
--- page 27 ---
25
to-back TRS order to HTCI on the terms of the ISDA Agreement. In order to hedge its exposure under the Back-to-back TRS, HTCI participates in the Company’s IPO
and subscribes the Offer Shares through placing order with HTFH during the International Offering.
The Huatai Ultimate Clients for purpose of this place subscription include (i) 景林景泰全球私募證券投資基金, 景林全球基金, 景林致遠私募基金, 景林景泰豐收
私募證券投資基金, 景林豐收3號私募基金, 景林豐收2號基金 and 景林豐收6號私募證券投資基金 (collectively, the "Greenwoods Funds"), which are managed
by Shanghai Greenwoods Asset Management Co., Ltd. (上海景林資產管理有限公司) (“Shanghai Greenwoods”); (ii) 源峰價值私募證券投資基金、源峰穩健私募
證券投資基金 (collectively, the "Yuanfeng Funds"), which are managed by Beijing Yuanfeng Asset Management L.L.P. (北京源峰私募基金管理合夥企業(有限合
夥)) (“Yuanfeng Asset Management”); (iii) 金太陽高毅國鷺1號崇遠基金, 高毅國鷺信遠私募證券投資基金, 高毅任昊臻選春和私募證券投資基金, 高毅任昊
長期價值朗潤私募證券投資基金, 高毅任昊優選致福私募證券投資基金, 高毅慶瑞6號瑞行基金, 高毅慶瑞臻選灃源私募證券投資基金 and 高毅利偉精選唯實
基金 (collectively, the "Gaoyi Funds"), which are managed by Perseverance Asset Management L.l.p. (上海高毅資產管理合夥企業(有限合夥)) (“Gaoyi Asset
Management”). Mr. Jiang Jinzhi is the chairman and an ultimate beneficial owner of Shanghai Greenwoods. No other shareholder holds 30% or more
interest in Shanghai Greenwoods. The only ultimate beneficial owner holding 30% or more interest of Gaoyi Asset Management is Zhang Haiyan (张海燕). None of
the single shareholders hold 30% or more interest in Greenwoods Funds, Y uanfeng Funds, Y uanfeng Asset Management and Gaoyi Funds.
To the best of knowledge of HTCI and after making all reasonable enquiries, each of the Huatai Ultimate Clients is an independent third party of HTCI, HTFH and the
companies which are members of the same group of companies as each of the Underwriters.
The purpose of HTCI to subscribe for the Offer Shares is for hedging the Back-to-back TRS in connection with the Client TRS order placed by the Huatai Ultimate
Clients . Pursuant to the terms of the contracts of the Back-to-back TRS and the Client TRS, during the tenor of the Back-to-back TRS and the Client TRS, subject to
customary fees and commissions, all economic returns of the Offer Shares will be ultimately passed to the Huatai Ultimate Clients through the Back-to-back TRS and
the Client TRS and all economic loss shall be ultimately borne by the Huatai Ultimate Clients . HTCI will not take any economic return or bear any economic loss in
relation to the Offer Shares.
Investment in the Back-to-back TRS and the Client TRS is similar to the investment in a qualified domestic institutional investor fund ("QDII") in the way that the Huatai
Ultimate Clients would reap all the economic benefits of the underlying Offer Shares, except that a QDII fund would pass through the exchange rate exposure on both
the notional value of the investment and the profit and loss of the investment. In contrast, the profit and loss of the Back-to-back TRS and the Client TRS factor into
account the fluctuation in RMB exchange rate upon termination of the Client TRS by converting the profit and loss using the current exchange rate at the time of
termination. As such, the Huatai Ultimate Clients would bear the exchange rate exposure of the profit and loss on settlement date.
The Huatai Ultimate Clients may exercise an early termination right to terminate the Client TRS at any time from the issue date of the Client TRS which should be on
or after the date on which the Offer Shares are listed on the Stock Exchange at their own discretion. Upon the termination upon maturity or early termination of the Client
TRS by the Huatai Ultimate Clients , HTCI will dispose the Offer Shares on the secondary market and the Huatai Ultimate Clients will receive a final settlement amount
in cash in accordance with the terms and conditions of the Back-to-back TRS and the Client TRS which should have taken into account all the economic returns or
economic loss in relation to the Offer Shares. If upon the maturity of the Client TRS, the Huatai Ultimate Clients intend to extend the investment period, subject to further
agreement between Huatai Securities and the relevant Huatai Ultimate Clients , the term of the Client TRS could be extended by way of a new issuance or a tenor
extension. Accordingly, Huatai Securities will extend the term of the Back-to-back TRS by way of a new issuance or a tenor extension.
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It is proposed that HTCI will hold the legal title and the voting right of the Offer Shares by itself, and pass through the economic exposure to the Huatai Ultimate Clients ,
each being an onshore client who places a Client TRS order with Huatai Securities in connection with the IPO of the Company. HTCI will not exercise the voting right
of the Offer Shares during the tenor of the Back-to-back TRS.
During the life of the Client TRS and Back-to-back TRS, HTCI may continue to hold the Offer Shares in its custodian account, or to hold some or all of the Offer Shares
in a prime brokerage account for stock borrowing purposes, where HTCI will lend out its holding of underlying Offer Shares in the form of stock borrowing loans
consistent with market practice to lower its finance costs, provided that HTCI has the ability to call back the Offer Shares on loan at any time in order to satisfy its
obligations under the Back-to-back TRS to ensure the economic interests are ultimately passed to the Huatai Ultimate Clients .
(4) CSICM will hold the allocated Offer Shares for its end clients on a non-discretionary basis, and all the economic exposure will be passed to its end clients through OTC
total return swaps (TRS). The end clients of CSICM ("CSICM Ultimate Clients") and their ultimate beneficial owners include: (i) Beevest Capital Management Limited
("Beevest") and Zeng Shuzhen is the only ultimate beneficial owner who holds 30% or more interests in Beevest; and (ii) HY Capital Company Limited ("HY Capital"),
and the ultimate beneficial owners holding 30% or more interest of HY Capital include Xia Hui and Lu Ang.
To best of knowledge of CSICM and after making all reasonable enquiries, the CSICM Ultimate Clients are independent third parties of CSICM, CSB and the companies
which are members of the same group of companies as each of the Underwriters.
(5) CSB is a distributor of the Global Offering. China AMC will hold the Offer Shares in its capacity as the discretionary fund manager managing assets on behalf of its
underlying client, which is an independent third party. There is no ultimate beneficial owner holding 30% interest or more in such underlying client. To the best knowledge
of China AMC after due enquiry, the underlying client of China AMC is an independent third party of China AMC and CSB, and the companies which are members of
the same group of companies as each of the Underwriters.
(6) CSB is a distributor of the Global Offering. China AMC HK will hold the Offer Shares in its capacity as the discretionary fund manager managing assets on behalf of its
underlying clients or mandates, which are independent third parties. To the best knowledge of China AMC HK after due enquiry, each of the underlying clients or
mandates of China AMC HK and their respective ultimate beneficial owner holding 30% or more interest is an independent third party of China AMC HK and CSB, and
the companies which are members of the same group of companies as each of the Underwriters.
(7) Each of CMBI and CMBI GM is distributor of the Global Offering. Bosera AM intends to subscribe and hold the Offer Shares in its capacity as the discretionary fund
manager on behalf of its sub-funds, Navigator Technology Limited IPO Mandate, Bosera Hong Kong Equity Plus Fund (SFC authorized fund, CE: BRK536), and Bosera
Global Select Equity Fund SP (collectively, the "Bosera Funds"). To the best knowledge of Bosera AM after due enquiry, each of the Bosera Funds and their respective
ultimate beneficial owner holding 30% or more interest is an independent third party of Bosera AM and each of CMBI and CMBI GM, and the companies which are
members of the same group of companies as each of the Underwriters.
(8) Each of UBS AG and UBS HK is a distributor of the Global Offering. ICBC UBS (International) will hold the Offer Shares in its capacity as the discretionary fund
manager on behalf of its underlying client, who, and its ultimate beneficial owner holding 30% interest or more, is an independent third party of the Company, its
subsidiaries, its substantial shareholders, ICBC UBS (International), UBS AG, UBS HK and the companies which are members of the same group of each of the
Underwriters.
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(9) ICBC UBS will hold the Offer Shares in its capacity as the discretionary fund manager managing the funds on behalf of their investors (the “ICBC UBS Ultimate
Clients”), each of which is an independent third party. None of the ICBC UBS Ultimate Clients holds more than 30% ultimate beneficial interest in the relevant funds.
ICBC UBS has confirmed that, to the best of their knowledge, each of the ICBC UBS Ultimate Clients is an independent party of ICBC UBS, UBS AG, UBS HK and
the companies which are members of the same group of companies as each of the Underwriters.
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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 the Offer Shares in the United States or in any other jurisdictions. 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 securities law of any state or other jurisdiction of the United States. The Offer
Shares may not be offered, sold, pledged or otherwise transferred within the United States, except pursuant
to an exemption from the registration requirements of the U.S. Securities Act and U.S. Investment Company
Act of 1940, as amended (“U.S. Investment Company Act”), and in compliance with any applicable state
securities laws. There will be no public offer of the Offer Shares in the United States.
The Offer Shares are being offered and sold outside the United States to investors that are not U.S. persons
nor persons acquiring for the account or benefit of U.S. persons 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 December 31, 2025 issued by GigaDevice Semiconductor Inc. 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 Overall Coordinators
(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 – Hong Kong 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 January 13, 2026).
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PUBLIC FLOAT AND FREE FLOAT
Immediately after the completion of the Global Offering (before any exercise of the Overallotment Option),
the total market value of the H Shares to be held by the public is expected to be approximately HK$4,684.4
million, calculated based on the final Offer Price of HK$162.00, which is higher than the prescribed expected
market value of H Shares required to be held in public hands of not less than HK$3,000,000,000 under Rule
19A.13A(2)(b) of the Listing Rules, thereby satisfying Rule 19A.13A(2) of the Listing Rules.
Each of the Cornerstone Investors has agreed to a lock-up period of six months following the Listing Date. As
such, H Shares held by the Cornerstone Investors upon the Listing shall not be counted towards the free float
of the H Shares of the Company at the time of Listing. Based on the Offer Price of HK$162.00 per H Share,
the Company confirmed that it complies with the free float requirement under Rule 19A.13C(2)(b) of the
Listing Rules.
The Directors confirm that, immediately following completion of the Global Offering (before any exercise of
the Over-allotment Option): (i) the Shares will be held by at least 300 Shareholders at the time of Listing, in
compliance with Rule 8.08(2) of the Listing Rules; (ii) the three largest public Shareholders will not hold more
than 50% of the H Shares held in public hands at the time of Listing, in compliance with Rules 8.08(3) and
8.24 of the Listing Rules; (iii) no place will, individually, be placed more than 10% of the enlarged issued
share capital of the Company immediately after the Global Offering; and (iv) there will not be any new
substantial Shareholder (as defined in the Listing Rules) immediately after the Global Offering.
COMMENCEMENT OF DEALINGS
The H Share certificates will only become valid evidence of title at 8:00 a.m. on Tuesday, January 13,
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 H Share certificates or prior to the H Share certificates becoming valid evidence of title do so entirely
at their own risk.
Assuming that the Global Offering becomes unconditional at or before 8:00 a.m. on Tuesday,
January 13, 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, January 13, 2026 (Hong Kong time). The H Shares will be traded
in board lots of 100 H Shares each, and the stock code of the H Shares will be 3986.
By order of the Board
GigaDevice Semiconductor Inc.
Mr. Zhu Yiming
Chairman of the Board and Executive Director
Beijing, the PRC, January 12, 2026
As at the date of this announcement, the Board comprises: (i) Mr. Zhu Yiming, Mr. He Wei and Mr. Hu Hong
as executive Directors; (ii) Ms. Wen Tian as a non-executive Director; and (iii) Mr. Zhou Haitao, Dr. Qian
He, Ms. Yeung Siuman Shirley, Dr. Chen Jie and Mr. Zheng Xiaodong as independent non-executive Directors.
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