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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.
- 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.
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.
Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in
the Hong Kong prospectus dated January 30, 2026 (the “ Prospectus ”) of Axera Semiconductor Co., Ltd. (΅
ʮ̡ ) (the “ Company”).
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or
subscribe for any securities. This announcement is not a prospectus. Potential investors should read the Prospectus for
detailed information about the Global Offering described below before deciding whether or not to invest in the Offer Shares.
Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information provided in the
Prospectus.
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 or in any other jurisdictions.
The securities mentioned herein 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
securities may not be offered, sold, pledged or otherwise transferred within the United States or to, or for the account or benefit
of US persons (as defined in Regulation S), except in transactions exempt from, or not subject to, the registration requirements of
the U.S. Securities Act. The securities may be offered, sold or delivered only outside the United States in offshore transactions in
reliance on Regulation S.
In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited as stabilizing
manager (the “ Stabilization 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 Stabilization Manager, its affiliates or any person acting for it may determine 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 Stabilization 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
Stabilization 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,
being Saturday, March 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 571W 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. 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.
The Hong Kong Offer Shares will be offered to the public in Hong Kong subject to term and conditions set out in the Prospectus.
The Hong Kong Offer Shares will not be offered to any person who is outside Hong Kong and/or not resident in Hong Kong.
Potential investors of the Offer Shares should note that the Joint Sponsors and Overall Coordinators (for themselves and on
behalf of the Hong Kong Underwriters) shall be entitled to terminate 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. on the
Listing Date (which is currently expected to be on Tuesday, February 10, 2026).
--- page 2 ---
2
Axera Semiconductor Co., Ltd.
ʮ̡
(a joint stock company incorporated in the People’s Republic of China with limited liability)
GLOBAL OFFERING
Number of Offer Shares in
the Global Offering
: 104,915,200 H Shares
Number of Hong Kong Offer Shares : 10,491,600 H Shares
Number of International Offer Shares : 94,423,600 H Shares (subject to the Over-
allotment Option)
Offer Price : HK$28.20 per H Share, plus brokerage of
1.0%, SFC transaction levy of 0.0027%,
AFRC transaction levy of 0.00015% and
Stock Exchange trading fee of 0.00565%
(payable in full on application in Hong
Kong dollars and subject to refund)
Nominal Value : RMB1.00 per H Share
Stock Code : 600
Joint Sponsors, Overall Coordinators, Joint Global Coordinators,
Joint Bookrunners and Joint Lead Managers
Joint Global Coordinators
--- page 3 ---
1
Axera Semiconductor Co., Ltd.
愛芯元智半導體股份有限公司
ANNOUNCEMENT OF ALLOTMENT RESULTS
Unless otherwise defined herein, capitalised terms used in this announcement shall have the same
meanings as those defined in the prospectus dated January 30, 2026 (the “Prospectus”) issued by
Axera Semiconductor Co., Ltd. (the “Company”).
Warning: In view of high concentration of shareholding in a small number of Shareholders,
H 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 600
Stock short name AXERA
Dealings commencement date February 10, 2026*
* see note at the end of the announcement
Price Information
Final Offer Price HKD28.20
Offer Price Range N/A
Offer Price Adjustment exercised N/A
Offer Shares and Share Capital
Number of Offer Shares (before exercise of the Over-allotment
Option)
104,915,200
Final Number of Offer Shares in Hong Kong Public Offering 10,491,600
Final Number of Offer Shares in International Offering (before the
exercise of the Over-allotment Option)
94,423,600
Number of issued Shares upon Listing (before exercise of the
Over-allotment Option)
587,760,481
--- page 4 ---
2
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 exer cised, an
announcement will be made on the Stock Exchange's website.
Note: Gross proceeds refers to the amount to which the Company is entitled to receive assuming the Over-allotment
Option is not exercised. For details of the use of proceeds, please refer to the section headed “Future Plans and Use
of Proceeds” of the Prospectus.
Over-allocation
No. of Offer Shares over-allocated 15,737,200
Proceeds
Gross proceeds (Note) HK$2,958.6 million
Less: Estimated listing expenses payable based on Final Offer
Price HK$(159.6) million
Net proceeds HK$2,799.0 million
--- page 5 ---
3
ALLOTMENT RESULTS DETAILS
HONG KONG PUBLIC OFFERING
No. of valid applications 85,091
No. of successful applications 40,330
Subscription level 104.82 times
Claw-back triggered N/A
No. of Offer Shares initially available under the Hong Kong Public Offering 10,491,600
Final no. of Offer Shares under the Hong Kong Public Offering 10,491,600
% of Offer Shares under the Hong Kong Public Offering to the Global
Offering
10%
Note: For details of the final allocation of Shares to the Hong Kong Public Offering, investors can refer to www.eipo.
com.hk/eIPOAllotment to perform a search by identification number or www.eipo.com.hk/eIPOAllotment for the full
list of allottees.
INTERNATIONAL OFFERING
No. of placees 138
Subscription Level 6.8 times
No. of Offer Shares initially available under the International Offering 94,423,600
Final no. of Offer Shares under the International Offering 94,423,600
% of Offer Shares under the International Offering to the Global Offering 90 %
The Directors confirm that, to the best of their knowledge, information and belief, save for 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 certain existing Shareholders and/or
their close associates and 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 Shares registered in
his/her/its name or otherwise held by him/her/it.
--- page 6 ---
4
The placees in the International Offering include the following:
Cornerstone Investors
Investor
No. of Offer
Shares
allocated
Approximate
% of Offer
Shares Note 1
Approximate
% of total
issued share
capital after
the Global
Offering Note 1
Existing
Shareholders
or their close
associates
WILL semiconductor Limited
(“OmniVision HK”) Note 2 and Note 3
9,678,300 9.22% 1.65% Yes
Xin Ma Apparel International Limited
Note 2
9,678,300 9.22% 1.65% No
JSC International Investment Fund
SPC (“JSC Investment”) Note 3
7,466,100 7.12% 1.27% Yes
NGS Super Pty Limited 5,530,400 5.27% 0.94% No
Desay SV Automotive
Singapore Pte. Ltd. Note 2
2,765,200 2.64% 0.47% No
Factorial Master Fund Note 2 1,935,600 1.84% 0.33% No
Hel Ved Master Fund Note 2 1,935,600 1.84% 0.33% No
Valliance Asset Management Limited
Note 2
1,935,600 1.84% 0.33% No
Alphahill Capital Limited Note 2 1,382,600 1.32% 0.24% No
Joyson Electronics Holdings Hong Kong
Limited
1,382,600 1.32% 0.24% No
Jupiter Global Master Fund Ltd. Note 2 1,382,600 1.32% 0.24% No
GRANITE ASIA IX VCC (for the
account of and on behalf of GX
ACCESS) Note 2
1,382,600 1.32% 0.24% No
Longhorn Note 2 and CICC Financial
Trading Limited (in connection with
Longhorn OTC Swaps) Note 4
1,382,600 1.32% 0.24% No
NonaVerse (Hong Kong) Limited Note 2 1,382,600 1.32% 0.24% No
Qingdao Guanlan Note 2 and Guotai Junan
Investments (Hong Kong) Limited (in
connection with Guanlan OTC Swaps) Note 5
1,382,600 1.32% 0.24% No
Jinyi Capital Multi-Strategy Fund SPC Ltd. 553,000 0.53% 0.09% No
Total 51,156,300 48.76% 8.70%
Note:
1. Before any exercise of the Over-allotment Option.
2. Only taking into account the Offer Shares allocated to the relevant investors as cornerstone investors under the Global Offering. In
addition to the Offer Shares subscribed for as Cornerstone Investors, each of such investors was allocated further Offer Shares as
a placee 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 Cornerston e
--- page 7 ---
5
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.
3. WILL semiconductor Limited a close associate of Mr. YU Renrong ( 虞仁榮 ) (“Mr. Yu ”), an exist ing Shareholder holding
approximately 1.12% in the total issued share capital of the Company as of the date of this Announcement. JSC International
Investment Fund SPC is a close associate of certain shareholders which are ultimately controlled by government or state -owned
authorities within Zhejiang Province (each not a substantial shareholder of the Company), comprising, collectively, the Zhejiang
GP Shareholders as defined in the Prospectus. For the waiver under Rule 10.04 of the Listing Rules and a consent under paragraph
1C(2) of Appendix F1 to the Listing Rules granted by the Hong Kong Stock Exchange to permit WILL semiconductor Limited and
JSC International Investment Fund SPC to participate as Cornerstone Investors in the Global Offering to subscribe for the Offer
Shares to be issued by the Company under the International Offering , see section headed "Waivers and Exemption" of the
Prospectus.
4. CICC Financial Trading Limited (“CICC FT”) has entered into cornerstone investment agreements with, among others, the Company,
China International Capital Corporation Hong Kong Securities Limited (“CICCHKS”), Guotai Junan Capital Limited, BOCOM
International (Asia) Limited, Guotai Junan Securities (Hong Kong) Limited (“ GTJA Securities ”) and BOCOM International
Securities Limited. CICC FT and China International Capital Corporation Limited will enter into a series of cross-border over-the-
counter swap transactions (collectively, the “ Longhorn OTC Swaps”) with each other and the ultimate client, namely Shenzhen
Longhorn Technology Co., Ltd. ( 深圳市豪恩科技集團股份有限公司), (the “TRS Ultimate Client (Longhorn) ”), pursuant to
which CICC FT will hold the Offer Shares on a non -discretionary basis to hedge the Longhorn OTC Swaps while the economic
risks and returns of the underlying Offer Shares are passed to the TRS Ultimate Client (Longhorn), subject to customary fees and
commissions. For the consent under paragraph 1C of Appendix F1 to the Listing Rules granted by the Hong Kong Stock Exchange,
see "Waiver and Exemption - Consent in respect of the Proposed Subscription of H Shares by Certain Cornerstone Investors Who
Are Connected Clients" for details.
5. Guotai Junan Investments (Hong Kong) Limited (“GTJA Investment”) has entered into cornerstone investment agreements with,
among others, the Company, CICCHKS, Guotai Junan Capital Limited, BOCOM International (Asia) Limited, GTJA Securities and
BOCOM International Securities Limited. Guotai Junan Investment and Guotai Haitong Securities Co., Ltd. ( 國泰海通證券股份
有限公司 ) ( “GTHT Onshore Parent ”) has entered into a series of cross border over -the-counter swap transactions (the
“Guanlan OTC Swaps”) with each other and the ultimate clients, which include Guanlan Investment Flexible Allocation No. 5
Private Equity Investment Fund ( 觀瀾投資靈活配置 5 號私募證券投資基金) (the “Guanlan Ultimate Clients ”) managed by
Qingdao Guanlan Investment Management Co., Ltd. ( 青島觀瀾投資管理有限公司) (“Qingdao Guanlan”), pursuant to which
GTJA Investment will hold the Offer Shares on a non -discretionary basis to hedge the Guanlan OTC Swaps while the economic
risks and returns of the underlying Offer Shares are passed to the Guanlan Ultimate Clients, subject to customary fees and
commissions. For the consent under paragraph 1C of Appendix F1 to the Listing Rules granted by the Hong Kong Stock Exchange,
see "Waiver and Exemption - Consent in respect of the Proposed Subscription of H Shares by Certain Cornerstone Investors Who
Are Connected Clients" for details.
Allotees with Waivers/Consents Obtained
Investor
No. of
Offer
Shares
allocated
% of
total
issued H
Shares
after the
Global
Offering
(assumin
g the
Over-
allotmen
t Option
is not
exercised
% of
total
issued
share
capital in
the
Company
after the
Global
Offering
(assuming
the Over-
allotment
Option is
not
exercised)
Relationship
--- page 8 ---
6
Allottees with consent under paragraph 18 of Chapter 4.15 of the Guide for New Listing Applicants in relation to
allocations of further H Shares to Cornerstone Investors Note 1 - 2
OmniVision HK Note 3 4,147,800 0.71% 0.71% A close associate of an existing
Shareholder and a Cornerstone Investor
Xin Ma Apparel International
Limited 6,913,000 1.18% 1.18% A Cornerstone Investor and an
Independent Third Party
Desay SV Automotive Singapore
Pte. Ltd. 1,106,000 0.19% 0.19%
A Cornerstone Investor and an
Independent Third Party
Factorial Master Fund 802,000 0.14% 0.14%
A Cornerstone Investor and an
Independent Third Parbty
Hel Ved Master Fund 885,000 0.15% 0.15%
A Cornerstone Investor and an
Independent Third Party
Valliance Asset Management
Limited 885,000 0.15% 0.15%
A Cornerstone Investor and an
Independent Third Party
Alphahill Capital Limited 553,000 0.09% 0.09%
A Cornerstone Investor and an
Independent Third Party
Jupiter Global Master Fund Ltd. 553,000 0.09% 0.09%
A Cornerstone Investor and an
Independent Third Party
GRANITE ASIA IX VCC (for the
account of and on behalf of GX
ACCESS)
553,000 0.09% 0.09%
A Cornerstone Investor and an
Independent Third Party
Longhorn and CICC Financial
Trading Limited (in connection
with CICC Longhorn OTC swaps)
Note 4
553,000 0.09% 0.09%
A Cornerstone Investor and an
Independent Third Party
NonaVerse (Hong Kong) Limited 670,500 0.11% 0.11%
A Cornerstone Investor and an
Independent Third Party
Qingdao Guanlan and GF Global
Capital Limited ("GFGC") (in
connection with GF Guanlan OTC
Swaps) Note 5
276,000 0.05% 0.05%
A Cornerstone Investor and an
Independent Third Party
Allotees with consent under paragraph 1C of the Placing Guidelines and Chapter 4.15 of the Guide for New
Listing Applicants in relation to allocations to connected clients Note 6
CICC FT Note 6 857,200 0.15% 0.15% Connected client
GTJA Investment Note 7 3,236,900 0.55% 0.55% Connected client
GFGC Note 8 276,000 0.05% 0.05% Connected client
Huatai Capital Investment Limited
(“HTCI”) Note 9
28,000 0.00% 0.00% Connected client
Fullgoal Fund Management Co.,
Ltd. (“Fullgoal Fund”) Note 10
276,000 0.05% 0.05% Connected client
Note:
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 investo rs 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
--- page 9 ---
7
headed “Others/Additional Information – Allocations of Offer Shares to the Cornerstone Investors with a consent under paragraph
18 of Chapter 4.15 of the Guide for New Listing Applicants” in this announcement.
2. In respect of the allocations in above table, the Stock Exchange has granted (i) consent under paragraph 18 of Chapter 4.15 of the
Guide for New Listing Applicants in relation to allocations of further H Shares to Cornerstone Investors and (ii) consent under
paragraph 1C of the Placing Guidelines and Chapter 4.15 of the Guide for New Listing Applicants in relation to allocations to
connected clients. For details of such waiver and consent, please refer to the section headed “Other s / Additional Information" in
this announcement.
3. The Stock Exchange has granted a waiver from strict compliance with the requirements under Rule 10.04 of the Listing Rules and
consent under paragraph 1C(2) of the Placing Guidelines with respect to allocations to OmniVision HK as a close associate of an
existing minority shareholder of the Company and a Cornerstone Investor. See the section headed “Waivers and Exemption” in the
Prospectus for details. Except for OmniVision HK, none of the allotees with consent under paragraph 18 of 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 or their close associates. The H Shares to be allocated to OmniVision HK as permitted under the size-based exemption as
provided in paragraph 18 of Chapter 4.15 of the Guide is expected to be approximately 3.95% of the total number of Offer Shares
under the Global Offering.
4. In connection with the further subscription of the Offer Shares, CICC FT, and China International Capital Corporation Limited will
enter into a series of cross border over -the-counter swap transactions (collectively, the “ CICC Longhorn OTC Swaps ”) with,
among others, each other and the ultimate client, namely Longhorn, pursuant to which CICC FT will hold the Offer Shares (as further
allocated) on a non -discretionary basis to hedge the CICC Longhorn OTC Swaps while the economic risks and returns of the
underlying Offer Shares are passed to Longhorn, subject to customary fees and commissions. See note 6 below for details.
5. In connection with the further subscription of the Offer Shares, GF Global Capital Limited (the "GFGC") and GF Securities Co.,
Ltd. will enter into a series of cross border delta one OTC swap transactions (the “GF OTC Swaps”) with each other and the ultimate
client, Qingdao Guanlan, (the “GFGC Ultimate Client”),pursuant to which GFGC will hold the Offer Shares on a non-discretionary
basis to hedge the GF OTC Swaps while the economic risks and returns of the underlying Offer Shares are passed to the GFGC
Ultimate Client, subject to customary fees and commissions. See note 8 below for details.
6. CICC FT and CICCHKS, one of the Overall Coordinators and Underwriters of the Global Offering, are members of the same group
of companies. Accordingly, CICC FT is a connected client of CICCHKS. Through the CICC OTC Swaps as disclosed in this
announcement, CICC FT holds 553,000 Offer Shares and 304,200 Offer Shares for Longhorn and Hengde Jinze No. E49, respectively.
See note 1 under 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 for more details.
7. GTJA Investment and GTJA Securities, one of the Overall Coordinators and Underwriters of the Global Offering, are members of
the same group of companies. Accordingly, GTJA Investment is a connected client of GTJA Securities. See note 2 under 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 for more details.
8. GFGC and GF Securities (Hong Kong) Brokerage Limited, one of the Underwriters of the Global Offering, are member of the same
group of companies. Accordingly, GFGC is a connected client of GF Securities (Hong Kong) Brokerage Limited . See note 3 under
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 for more details.
9. Huatai Financial Holdings (Hong Kong) Limited is a non -syndicate distributor in connection with the Global Offering. Huatai
Financial Holdings (Hong Kong) Limited and HTCI are members of the same group of companies. Accordingly, HTCI is a connected
client of Huatai Financial Holdings (Hong Kong) Limited . See note 4 under 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 for more
details. Such number of Offer Shares allocated represents approximately 0.005% of the total issued H Shares after the Globa l
Offering (assuming the Over -allotment Option is not exercised , and 0.005% of total issued share capital in the Company after the
Global Offering (assuming the Over-allotment Option is not exercised).
10. Fullgoal Fund and GTJA Securities, one of the Overall Coordinators and Underwriters of the Global Offering, are members of the
same group of companies. Accordingly, Fullgoal Fund is a connected client of GTJA Securities. See note 5 under 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 for more details.
LOCK-UP UNDERTAKINGS
Single Largest Group of Shareholders
--- page 10 ---
8
Name
Number of
shares held
in the Company
subject
to lock-up
undertakings
upon
Listing
% of
shareholding in
the Company
subject to
lock-up
undertakings
upon
ListingNote 1
Last day subject
to the lock -up
undertakings
Jiaxing Zhixin Note 2 43,104,726
7.33% February 9, 2027 Note 3
Jiaxing Aixin Note 2 36,165,580
6.15% February 9, 2027 Note 3
Shanghai Bonasi Note 2 22,906,278
3.90% February 9, 2027 Note 3
Xinsheng Bicheng No.1 Note
2
2,978,077
0.51% February 9, 2027 Note 3
Xinsheng Bicheng No.2Note
2
1,786,846
0.30% February 9, 2027 Note 3
Xinsheng Bicheng No.3 Note
2
1,786,846
0.30% February 9, 2027 Note 3
Xinsheng Bicheng No.4 Note
2
1,191,231
0.20% February 9, 2027 Note 3
Subtotal 109,919,584 18.70% /
Notes:
(1) Before any exercise of the Over-allotment Option.
(2) Upon completion of the Global Offering, as a result of the termination of the special rights and the changes in the
Board composition, Dr. QIU will no longer be able to control the majority of the Board seats of our Company.
Additionally, assuming the Over-allotment Option is not exercised, Dr. QIU, Shanghai Jinling, Jiaxing Zhixin, Jiaxing
Aixin, Shanghai Bonasi and Xinsheng Bicheng Platforms will collectively be entitled to exercise voting rights attaching
to 18.70% of the total issued Shares of our Company. Accordingly, our Company will no longer have any controlling
shareholder. Instead, Dr. QIU, Shanghai Jinling, Jiaxing Zhixin , Jiaxing Aixin , Shanghai Bonasi and Xinsheng
Bicheng Platforms will constitute the Single Largest Group of Shareholders upon completion of the Global Offering.
--- page 11 ---
9
(3) The expiry day of the lock -up period shown in the table above is pursuant to the PRC Company Law. In accordance
with the relevant Listing Rule/guidance materials, the required lock-up for the first six-month period ends on August
9, 2026.
--- page 12 ---
10
Pre-IPO Investors
Name
Number of
shares held
in the Company
subject
to lock-up
undertakings
upon
Listing
% of
shareholding in
the Company
subject to
lock-up
undertakings
upon
ListingNote 1
Last day subject to the
lock-up undertakings
Weihao Phase III 31,424,017 5.35% February 9, 2027 Note 2
Tianjin Weihao 23,113,306 3.93% February 9, 2027 Note 2
Weihao Phase IV 9,083,133 1.55% February 9, 2027 Note 2
Yiwu Weihao
5,948,758 1.01% February 9, 2027 Note 2
Weihao Yunxuan
4,117,683 0.70% February 9, 2027 Note 2
Shanghai Ganzhong
1,191,231 0.20% February 9, 2027 Note 2
Wuhu Kuangyun
31,081,389 5.29% February 9, 2027 Note 2
Qiming Rongxin
9,212,656 1.57% February 9, 2027 Note 2
Qiming Rongying
8,333,333 1.42% February 9, 2027 Note 2
Qiming Rongke
6,818,182 1.16% February 9, 2027 Note 2
Suzhou Qihua
5,948,758 1.01% February 9, 2027 Note 2
Beijing Kuxun Technology
20,188,655 3.43% February 9, 2027 Note 2
Guangdong Yuntai
5,985,784 1.02% February 9, 2027 Note 2
Heju Minghong
4,000,000 0.68% February 9, 2027 Note 2
Heju Chongyue
3,826,453 0.65% February 9, 2027 Note 2
--- page 13 ---
11
Guangdong Wenquan
2,478,649 0.42% February 9, 2027 Note 2
Guangdong Wenjia
1,560,752 0.27% February 9, 2027 Note 2
Guangdong Yunqi
1,400,806 0.24% February 9, 2027 Note 2
Ningbo Hualing
17,891,729 3.04% February 9, 2027 Note 2
Hangzhou Gancheng
17,298,064 2.94% February 9, 2027 Note 2
Chongqing Liangjiang Investment
15,895,484 2.70% February 9, 2027 Note 2
Chongqing Industrial Investment
Parent Fund
15,895,483 2.70% February 9, 2027 Note 2
Ningbo Zhenhai
15,313,614 2.61% February 9, 2027 Note 2
Tencent Investment
14,376,165 2.45% February 9, 2027 Note 2
Shaoxing Gansheng
9,496,664 1.62% February 9, 2027 Note 2
Suzhou Xingfan
7,407,407 1.26% February 9, 2027 Note 2
Beijing Xingfan
1,487,189 0.25% February 9, 2027 Note 2
Jiyuan Haoyue
4,875,659 0.83% February 9, 2027 Note 2
Jiyuan Haoyuan
3,615,562 0.62% February 9, 2027 Note 2
Suzhou Yuanhe Puhua
4,541,567 0.77% February 9, 2027 Note 2
Jiangsu Yuanhe Puhua
3,197,109 0.54% February 9, 2027 Note 2
Hangzhou Yunsheng
5,479,497 0.93% February 9, 2027 Note 2
Hangzhou Yunhua
1,643,849 0.28% February 9, 2027 Note 2
Ningbo Fengyuan
3,835,648 0.65% February 9, 2027 Note 2
Jinjiang Fengyuan
2,568,145 0.44% February 9, 2027 Note 2
--- page 14 ---
12
Tongshang Venture Investment
5,676,958 0.97% February 9, 2027 Note 2
Yu Renrong
5,387,205 0.92% February 9, 2027 Note 2
Shenzhen Longzhu
4,613,401 0.78% February 9, 2027 Note 2
Zhoushan Weixin
4,008,237 0.68% February 9, 2027 Note 2
Suzhou Yaotu
3,189,333 0.54% February 9, 2027 Note 2
Ningbo Yaotu
700,403 0.12% February 9, 2027 Note 2
Tianjin Yuzhi
3,502,016 0.60% February 9, 2027 Note 2
Zhoushan Zhixin
3,422,330 0.58% February 9, 2027 Note 2
Shanghai Xinju
3,367,004 0.57% February 9, 2027 Note 2
Chen Heyu
2,739,748 0.47% February 9, 2027 Note 2
Ningbo Huayan 2,451,411 0.42% February 9, 2027 Note 2
Yangming Zhixing 2,191,799 0.37% February 9, 2027 Note 2
Wanwu Xiamen 1,885,522 0.32% February 9, 2027 Note 2
Qingdao Minxin 1,643,849 0.28% February 9, 2027 Note 2
Suzhou Juyuan Zhuxin 1,643,849 0.28% February 9, 2027 Note 2
Beijing Anrong 1,400,806 0.24% February 9, 2027 Note 2
Hefei Shixi 1,400,806 0.24% February 9, 2027 Note 2
Yu Jiangyong 1,116,779 0.19% February 9, 2027 Note 2
Hangzhou Caitong Hengxin 1,095,899 0.19% February 9, 2027 Note 2
Hangzhou Dayu 670,067 0.11% February 9, 2027 Note 2
Qianhai Zhiyu 285,895 0.05% February 9, 2027 Note 2
Subtotal 372,925,697 63.45%
Notes:
(1) Before any exercise of the Over-allotment Option.
(2) The expiry day of the lock-up period shown in the table above is pursuant to the PRC Company Law.
--- page 15 ---
13
Cornerstone Investors
Name
Number of
shares held
in the Company
subject to
lock-up
undertakings
upon
Listing
% of total
Offer
Shares
% of
shareholding in
the Company
subject to lock-up
undertakings
upon ListingNote1
Last day subject
to the lock-up
undertakingsNote1
WILL
semiconductor
Limited
9,678,300 9.22% 1.65% August 9, 2026
Xin Ma Apparel
International Limited
9,678,300 9.22% 1.65% August 9, 2026
JSC International
Investment Fund
SPC
7,466,100 7.12% 1.27% August 9, 2026
NGS Super Pty
Limited
5,530,400 5.27% 0.94% August 9, 2026
Desay SV
Automotive
Singapore Pte. Ltd.
2,765,200 2.64% 0.47% August 9, 2026
Factorial Master
Fund
1,935,600 1.84% 0.33% August 9, 2026
Hel Ved Master
Fund
1,935,600 1.84% 0.33% August 9, 2026
Valliance Asset
Management
Limited
1,935,600 1.84% 0.33% August 9, 2026
Alphahill Capital
Limited
1,382,600 1.32% 0.24% August 9, 2026
Joyson Electronics
Holdings Hong
Kong Limited
1,382,600 1.32% 0.24% August 9, 2026
Jupiter Global
Master Fund Ltd.
1,382,600 1.32% 0.24% August 9, 2026
GRANITE ASIA IX
VCC (for the
account of and on
behalf of GX
ACCESS)
1,382,600 1.32% 0.24% August 9, 2026
Longhorn and CICC
Financial Trading
Limited (in
1,382,600 1.32% 0.24% August 9, 2026
--- page 16 ---
14
connection with
Longhorn OTC
Swaps)
NonaVerse (Hong
Kong) Limited
1,382,600 1.32% 0.24% August 9, 2026
Qingdao Guanlan
and Guotai Junan
Investments (Hong
Kong) Limited (in
connection with
Guanlan OTC
Swaps)
1,382,600 1.32% 0.24% August 9, 2026
Jinyi Capital Multi-
Strategy Fund SPC
Ltd.
553,000 0.53% 0.09% August 9, 2026
Total 51,156,300 48.76% 8.70% /
Note:
(1) In accordance with the relevant cornerstone investment agreements, the required lock-up period ends on August 9, 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 17 ---
15
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
Number of
H Shares
held upon
Listing as %
of total issued
share capital
upon Listing
(assuming
no exercise
of the Over-
allotment
Option)
Number of
H Shares
held upon
Listing as %
of total issued
share capital
upon Listing
(assuming
the Over-
allotment
Option is fully
exercised and
new H Shares
are issued)
Top 1 16,591,300 17.57% 15.06% 15.81% 13.75% 16,591,300 2.82% 2.75%
Top 5 54,345,900 57.56% 49.33% 51.80% 45.04% 81,819,576 13.92% 13.56%
Top 10 72,625,200 76.91% 65.93% 69.22% 60.19% 100,098,876 17.03% 16.59%
Top 25 94,368,500 99.94% 85.66% 89.95% 78.22% 121,842,176 20.73% 20.19%
Note:
* Ranking of placees is based on the number of Shares allotted to the placees.
--- page 18 ---
16
H SHAREHOLDER CONCENTRATION ANALYSIS
H
Sharehold
ers*
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
H
Shares held
upon Listing
as % of
total issued
share capital
upon Listing
(assuming
no exercise
of the Over-
allotment
Option)
Number of
H
Shares held
upon Listing
as % of
total issued
share capital
upon Listing
(assuming
the Over-
allotment
Option
is fully
exercised
and new H
Shares are
issued)
Number of
Shares held
upon Listing
Top 1 - 0.00% 0.00% 0.00% 0.00% 109,919,584 18.70% 18.21% 109,919,584
Top 5 - 0.00% 0.00% 0.00% 0.00% 277,982,997 47.30% 46.06% 277,982,997
Top 10 21,292,200 22.55% 19.33% 20.29% 17.65% 384,081,701 65.35% 63.64% 384,081,701
Top 25 59,875,900 63.41% 54.35% 57.07% 49.63% 514,999,300 87.62% 85.34% 514,999,300
Note:
* Ranking of H Shareholders is based on the number of H Shares held by the H Shareholder upon Listing.
--- page 19 ---
17
SHAREHOLDER CONCENTRATION ANALYSIS
Shareholders* Number
of 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 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 Shares
are
issued)
Number of
Shares held
upon Listing
Number of
Shares held
upon Listing
as % of
total issued
share capital
upon Listing
(assuming no
exercise of
the
Over-
allotment
Option)
Number of
Shares held
upon Listing
as % of
total issued
share capital
upon Listing
(assuming the
Over-
allotment
Option is fully
exercised and
new Shares are
issued)
Top 1 - 0.00% 0.00% 0.00% 0.00% 109,919,584 18.70% 18.21%
Top 5 - 0.00% 0.00% 0.00% 0.00% 277,982,997 47.30% 46.06%
Top 10 21,292,200 22.55% 19.33% 20.29% 17.65% 384,081,701 65.35% 63.64%
Top 25 59,875,900 63.41% 54.35% 57.07% 49.63% 514,999,300 87.62% 85.34%
Note:
* Ranking of Shareholders is based on the number of Shares (of all classes) held by the Shareholder upon Listing
--- page 20 ---
18
BASIS OF ALLOCATION UNDER THE HONG KONG PUBLIC OFFERING
Subject to the satisfaction of the conditions set out in the Prospectus, a total of 85,091 valid
applications made by the public will be conditionally allocated on the basis set out below:
Number of
H Shares
applied for
Number of
valid
applications Basis of allocation/ballot
Approximate
% allotted of
the total no.
of H Shares
applied for
POOL A
100 32,414 5,835 out of 32,414 to receive 100 Shares 18.00%
200 6,251 1,875 out of 6,251 to receive 100 Shares 15.00%
300 11,011 4,574 out of 11,011 to receive 100 Shares 13.85%
400 2,084 1,000 out of 2,084 to receive 100 Shares 12.00%
500 2,672 1,336 out of 2,672 to receive 100 Shares 10.00%
600 1,037 560 out of 1,037 to receive 100 Shares 9.00%
700 1,270 711 out of 1,270 to receive 100 Shares 8.00%
800 937 562 out of 937 to receive 100 Shares 7.50%
900 531 344 out of 531 to receive 100 Shares 7.20%
1,000 8,596 6,017 out of 8,596 to receive 100 Shares 7.00%
2,000 2,597 2,078 out of 2,597 to receive 100 Shares 4.00%
3,000 2,097 1,887 out of 2,097 to receive 100 Shares 3.00%
4,000 1,067 1,024 out of 1,067 to receive 100 Shares 2.40%
5,000 1,025 100 Shares 2.00%
6,000 530 100 Shares plus 74 out of 530 to receive additional 100 Shares 1.90%
7,000 414 100 Shares plus 108 out of 414 to receive additional 100 Shares 1.80%
8,000 408 100 Shares plus 147 out of 408 to receive additional 100 Shares 1.70%
9,000 311 100 Shares plus 137 out of 311 to receive additional 100 Shares 1.60%
10,000 2,525 100 Shares plus 1,263 out of 2,525 to receive additional 100 Shares 1.50%
20,000 1,576 200 Shares 1.00%
30,000 1,029 200 Shares plus 257 out of 1,029 to receive additional 100 Shares 0.75%
40,000 561 200 Shares plus 337 out of 561 to receive additional 100 Shares 0.65%
50,000 450 300 Shares 0.60%
60,000 291 300 Shares plus 87 out of 291 to receive additional 100 Shares 0.55%
70,000 273 300 Shares plus 137 out of 273 to receive additional 100 Shares 0.50%
80,000 197 400 Shares 0.50%
90,000 125 400 Shares plus 63 out of 125 to receive additional 100 Shares 0.50%
100,000 1,234 500 Shares 0.50%
83,513 Total number of Pool A successful applicants: 38,752
--- page 21 ---
19
Number of
H Shares
applied for
Number of
valid
applications Basis of allocation/ballot
Approximate
% allotted of
the total no.
of H Shares
applied for
POOL B
200,000 938 2,300 Shares 1.15%
300,000 230 2,800 Shares 0.93%
400,000 108 3,300 Shares 0.83%
500,000 69 3,600 Shares 0.72%
600,000 32 4,000 Shares 0.67%
700,000 31 4,300 Shares 0.61%
800,000 26 4,700 Shares 0.59%
900,000 8 5,100 Shares 0.57%
1,000,000 66 5,400 Shares 0.54%
2,000,000 23 9,100 Shares 0.46%
3,000,000 16 12,800 Shares 0.43%
5,245,800 31 20,800 Shares 0.40%
1,578 Total number of Pool B successful applicants: 1,578
--- page 22 ---
20
As of the date of this announcement, the relevant subscription monies previously deposited in the designated
nominee accounts have been remitted back to the accounts of all HKSCC participants. Investors should
contact their relevant brokers for any inquiries.
COMPLIANCE WITH 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 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 Offer Price in addition to any brokerage, AFRC transaction
levy, SFC transaction levy and Stock Exchange trading fee payable.
OTHERS / ADDITIONAL INFORMATION
Allocations of Offer Shares to the Cornerstone Investors with a consent under paragraph
18 of Chapter 4.15 of the Guide for New Listing Applicants
The Company has applied to, and the Stock Exchange has granted, a consent under paragraph 18 of
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:
(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 th e total number of the H Shares offered under the
Global Offering;
(c) the allocation to the Size-based Exemption Participants will not affect the Company’s ability to satisfy
the public float requirement as prescribed by the Stock Exchange under Rule 8.08 (as amended and
replaced by Rule 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;
(e) details of the allocation to the Size-based Exemption Participants under the Size-based Exemption will be
disclosed in this announcement; and
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 prior consents under paragraph 1C of the Placing Guidelines
The Company has applied to the Stock Exchange for, and the Stock Exchange has granted, consent
under paragraph 1C of the Placing Guidelines to permit allocation to connected clients pursuant to the
Placing Guidelines. The allocation of Offer Shares to such connected clients is in compliance with all the
conditions under the consents granted by the Stock Exchange. Details of the placement to connected
clients in placing tranche are set out below.
--- page 23 ---
No. Connected
Distributor
Connected
Client
Relationship Discretionary or
nondiscretionary
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 to be
allocated to the
Connected
Client
Approximate
percentage of
total number of
Offer Shares
under the
Global Offering
(assuming no
exercise of the
Over-allotment
Option)
1. CICCHKS
Note 1
CICC FT CICC FT is a
member of
the same
group of
CICCHKS.
Non-discretionary No Longhorn: 553,000 0.53%
Hengde Jinze No.
E49: 304,200
0.29%
2. GTJA
Securities
Note 2
GTJA
Investment
GTJA
Investment is
a member of
the same
group of
GTJA
Securities.
Non-discretionary No 3,236,900 3.09%
3. GF
Securities
(Hong
Kong)
Brokerage
GFGC GFGC is a
member of
the same
group of GF
Securities
Non-discretionary No 276,000 0.26%
--- page 24 ---
No. Connected
Distributor
Connected
Client
Relationship Discretionary or
nondiscretionary
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 to be
allocated to the
Connected
Client
Approximate
percentage of
total number of
Offer Shares
under the
Global Offering
(assuming no
exercise of the
Over-allotment
Option)
Limited Note
3
(Hong Kong)
Brokerage.
4. HTFH Note 4 HTCI HTCI is a
member of
the same
group of
HTFH.
Non-discretionary No 28,000 0.03%
5. GTJA
Securities
Note 5
Fullgoal
Fund
Management
Co., Ltd.
(“Fullgoal
Fund”)
Fullgoad Fund
is owned by
Guotai
Haitong
Securities Co.,
Ltd. (SEHK:
2611)
(“Guotai
Haitong”) as
to 27.775%.
GTJA
Securities is a
subsidiary of
Guotai
Haitong.
Therefore,
Fullgoal Fund
is a member of
the same
group of
companies as
Discretionary No 276,000 0.26%
--- page 25 ---
No. Connected
Distributor
Connected
Client
Relationship Discretionary or
nondiscretionary
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 to be
allocated to the
Connected
Client
Approximate
percentage of
total number of
Offer Shares
under the
Global Offering
(assuming no
exercise of the
Over-allotment
Option)
GTJA
Securities.
__________
Notes:
(1) CICC FT and China International Capital Corporation Limited will enter into a series of cross-border over-the-counter swap transactions (collectively, the “CICC
OTC Swaps ”) with each other and the ultimate client s, comprising Shenzhen Longhorn Technology Co., Ltd. (深圳市豪恩科技集团股份有限公司 )
(“Longhorn”) and Hengde Jinze No. E49 Private Securities Investment Fund (恆德金澤 E49 號私募證券投資基金) (“Hengde Jinze No. E49 ”) (the “CICC
TRS Ultimate Clients”), pursuant to which CICC FT will hold the Offer Shares on a non-discretionary basis to hedge the CICC OTC Swaps while the economic
risks and returns of the underlying Offer Shares are passed to the CICC TRS Ultimate Client s, subject to customary fees and commissions. The CICC OTC
Swaps will be fully funded by the CICC TRS Ultimate Clients. During the terms of the CICC OTC Swaps, all economic returns of the Offer Shares subscribed
by CICC FT will be passed to the CICC TRS Ultimate Clients and all economic loss shall be borne by the CICC TRS Ultimate Clients through the CICC 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 CICC OTC Swaps are linked to the
Offer Shares and the CICC TRS Ultimate Clients may request to early terminate the CICC OTC Swaps at their own discretion, upon which CICC FT may dispose
of the Offer Shares and settle the CICC OTC Swaps in cash in accordance with the terms and conditions of the CICC OTC Swaps. 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 Sh ares during the terms of the CICC OTC
Swaps according to its internal policy.
Longhorn was founded in 1995. It is a technology group company committed to providing comprehensive solutions for global top -tier customers through
innovative technology, intelligent products, and high-quality services. Longhorn is held as to approximately 99.026% and 0.974% by CHEN Qingfeng and ZHU
Zhengchang, each an Independent Third Party.
There is no ultimate beneficial owners holding 30% or more interest in Hengde Jinze No. E49.
To the best of CICC FT’s knowledge having made all reasonable inquiries, each of the CICC TRS Ultimate Clients is an Independent Third Party of CICC FT,
CICCHKS and the companies which are members of the same group of CICCHKS.
(2) GTJA Investment and Guotai Haitong Securities Co., Ltd. ( 國泰海通證券股份有限公司) (“GTHT Onshore Parent”) will enter into a series of cross border
over-the-counter swap transactions (the “GTHT OTC Swaps”) with each other and the ultimate clients, respectively (together, the “GTHT Ultimate Clients”),
--- page 26 ---
pursuant to which GTJA Investment will hold the Offer Shares on a non-discretionary basis to hedge the GTHT OTC Swaps while the economic risks and returns
of the underlying Offer Shares are passed to the GTHT Ultimate Clients, subject to customary fees and commissions. The GTHT OTC Swaps will be fully funded
by the GTHT Ultimate Clients, respectively. During the terms of the GTHT OTC Swaps, all economic returns of the Offer Shares subscribed by GTJA Investment
will be passed to the respective GTHT Ultimate Clients and all economic loss shall be borne by the respective GTHT Ultimate Clients through the GTHT OTC
Swaps. GTJA Investment will not take part in any economic return or bear any economic loss in relation to the Offer Shares. The GTHT OTC Swaps are linked
to the Offer Shares. The G THT Ultimate Clients may request to early terminate the GTHT OTC Swaps at their own discretion, upon which GTJA Investment
may dispose of the Offer Shares and settle the GTHT OTC Swaps in cash in accordance with the terms and conditions of the GTHT OTC Swaps. Despite that
GTJA Investment 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 GTHT OTC Swaps according to its internal policy.
Details of the GTHT Ultimate Clients are set out as follows:
GTHT Onshore Ultimate Clients Ultimate Beneficial Owners (“UBO”) Remarks
Commando
Commando Youyou Enjoyment Private
Securities Investment Fund
N/A N/A
Commando No. 110 Private Securities
Investment Fund
GUO Hongqi (郭紅奇) UBO with over 30% interest
Commando No. 1 08 Private Securities
Investment Fund
HUANG Xiaolei (黃曉蕾) UBO with over 30% interest
Commando Kangding No. 2 Active
Management Private Securities Investment
Fund
N/A N/A
Commando HENIU No.1 Private Securities
Investment Fund
N/A N/A
Xinhong Commando Ying Active Management
Private Securities Investment Fund
DING Ying (丁楹) UBO with over 30% interest
Commando No. 105 Investment Fund DING Ying (丁楹) UBO with over 30% interest
Commando No. 003 Active Management
Private Securities Investment Fund
N/A N/A
Commando No. 106 Active Management
Private Securities Investment Fund
N/A N/A
Commando No. 111 Private Securities
Investment Fund
FEI Zhenying (費振英) and ZHOU Kun (周琨) UBO with over 30% interest
Other GTHT Onshore Ultimate Clients
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Yinwan Quanying No.82 Private Securities
Investment Fund
N/A N/A
Zhonghe Capital Cultivation 810 Private
Securities Investment Fund
N/A N/A
Binghao Selected Multi -Strategy Private
Securities Investment Fund
ZHAO Bainian (趙柏年) UBO with over 30% interest
To the best of GTJA Investment’s knowledge, each of the GTHT Ultimate Clients is an Independent Third Party of GTJA Investment, GTHT Onshore Parent
and the companies which are members of the same group of GTHT Onshore Parent.
(3) GFGC is to invest on non -discretionary basis. GFGC and GF Securities Co., Ltd. will enter into a series of cross border delta one OTC swap transaction s (the
“OTC Swaps ”) with each other and the ultimate client , Qingdao Guanlan Investment Management Co., Ltd. ( 青島觀瀾投資管理有限公司 ) (“Qingdao
Guanlan” or the “GFGC Ultimate Client”), pursuant to which GFGC 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 GFGC Ultimate Client, subject to customary fees and commissions. The OTC
swaps will be fully funded by the GFGC Ultimate Client. During the terms of the OTC Swaps, all economic returns of the Offer Shares subscribed by GFGC
will be passed to the GFGC Ultimate Client and all economic loss shall be borne by the GFGC Ultimate Client through the OTC Swaps, and GFGC 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 GFGC Ultimate
Clients may request GFGC to redeem it at its own discretion, upon which GFGC 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 GFGC 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.
GFGC will hold the Offer Shares for and on behalf of one ultimate client on non -discretionary basis, namely Qingdao Guanlan Investment Management Co.,
Ltd. (青島觀瀾投資管理有限公司), where except for ZHANG Yanfeng (張延豐), no ultimate beneficial owners hold 30% or more interest.
To the best of GFGC’s knowledge, the GFGC Ultimate Client is an Independent Third Party of GFGC, GF Securities (Hong Kong) Brokerage Limited and the
companies which are members of the same group of GFGC and GF Securities (Hong Kong) Brokerage.
(4) 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 Hon g Kong affiliates, may participate in Hong Kong IPOs either as placees
or cornerstone investors (the “Cross-border Derivatives Trading Regime”).
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 a non-sydicate distributor in connection with the Global Offering. Pursuant to an ISDA agreement entered into between Huatai Securities and HTCI,
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 holding under a back -to-back total return swap (“ Huatai 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 Huatai Onshore Ultimate Clients (as defined below), by which, HTCI
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will, subject to customary fees and commissions, pass the full economic exposure of the Offer Shares ultimately to the Huatai Onshore Ultimate Clients, which
in effect, HTCI will hold the beneficial interest of the Offer Shares on behalf of the Huatai Onshore Ultimate Clients.
HTCI and HTFH are both 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.
Pursuant to the Cross -border Derivatives Trading Regime, the onshore investors (the “ Huatai Onshore 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 Onshore Ultimate Clients,
through their investment managers, will place a total return swap order (the “ Client TRS”) with Huatai Securities in connection with the Global Offering and
Huatai Securities will place a Huatai Back -to-back TRS order to HTCI on the terms of the ISDA Agreement. In order to hedge its exposure under the Huatai
Backto-back TRS, HTCI participates in the Global Offering and subscribes the Offer Shares through placing order with HTFH during the International Offering.
To the best of HTCI’s knowledge and after making all reasonable enquiries, each of the Huatai Onshore Ultimate Clients is an independent third party of (i) the
Company, the connected person and/or their respective associates thereof, and (ii) HTCI, HTFH an d the companies which are members of the same group of
HTCI.
The purpose of HTCI to subscribe for the Offer Shares is for hedging the Huatai Back-to-back TRS in connection with the Client TRS order placed by the Huatai
Onshore Ultimate Clients. Pursuant to the terms of the contracts of the Huatai Back -to-back TRS and the Client TRS, during the tenor of the Huatai Back -to-
back TRS and the Client TRS, subject to customary fees and commissions, all economic returns of the Offer Shares will be ulti mately passed to the Huatai
Onshore Ultimate Clients through the Huatai Ba ck-to-back TRS and the Client TRS and all economic loss shall be ultimately borne by the Huatai Onshore
Ultimate Clients. HTCI will not take any economic return or bear any economic loss in relation to the Offer Shares.
Investment in the Huatai 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 Onshore 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 an d loss of the investment. In contrast, the profit and loss of the Huatai
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 Onshore Ultimate Clients would bear the exchange rate exposure of the profit
and loss on settlement date.
The Huatai Onshore 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 discretions. Upon the termination upon maturity or early
termination of the Client TRS by the Huatai Onshore Ultimate Clients, HTCI will dispose the Offer Shares on the secondary mar ket and the Huatai Onshore
Ultimate Clients will receive a final settlement amount in cash in accordance with the terms and conditions of the Huatai 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
Onshore Ultimate Clients intend to extend the investment period, subject to further agreement between Huatai Securities and the relevant Huatai Onshore 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
Huatai Back-to-back TRS by way of a new issuance or a tenor extension.
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 Onshore
Ultimate Clients, each being an onshore client who places a Client TRS order with Huatai Sec urities in connection with the Global Offering. HTCI will not
exercise the voting right of the Offer Shares during the tenor of the Huatai Back-to-back TRS.
During the life of the Client TRS and Huatai 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, HTCI will lend out its holding of underlying Offer Shares in the form of stock
--- page 29 ---
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 Huatai Back-to-back TRS to ensure the economic interests are ultimately passed to the Huatai Onshore Ultimate Clients.
Details of the Huatai Onshore Ultimate Clients are set out as follows:
Huatai Onshore Ultimate Clients Ultimate Beneficial Owners (“UBO”) Remarks
Shanghai Weining Private Fund Management
Co., Ltd. – Weining Qihang No. 1 Private
Securities Investment Fund* (上海衛寧私募基
金管理有限公司－衛甯啟航 1 號私募證券投
資基金) (“Weining Qihang No. 1”)
Liu Yutao (劉育濤) UBO with over 30% interest
Shanghai Weining Private Fund Management
Co., Ltd. – Weining Focus Private Securities
Investment Fund* ( 上海衛寧私募基金管理有
限公司－衛寧聚焦私募證券投資基金 )
(“Weining Focus”)
N/A N/A
(5) Fullgoal Fund will hold the Offer Shares in its capacity as the discretionary fund manager on behalf of its investors, each of which is an independent third party
of the Company, its subsidiaries, its Controlling Shareholders, its substantial shareholders, Fullgoal Fund and GTJA Securities and the companies which are
members of the same group of GTJA Securities. No ultimate beneficial owner holds 30% or more interest in the underlying investors.
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28
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 securities mentioned
herein have not been, and will not be, registered under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act ”). The securities may not be offered or sold in the United
States.
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 January 30, 2026 issued by Axera 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 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, February 10, 2026).
PUBLIC FLOAT AND FREE FLOAT
Immediately after the completion of the Global Offering, 354,583,316 H Shares, representing
approximately 60.33% of the issued share capital of our Company (before any exercise of the Over-
allotment Option) will count towards the public float. Therefore, the number of H shares held in
public hands is higher than the prescribed percentage of H Shares required to be held in public hands of
15% under Rule 19A.13A(1) of the Listing Rules, satisfying the minimum percentage requirement in
compliance with Rule 19A.13A(1) 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$28.20 per
H Share, the Company satisfies the free float requirement under Rule 19A.13C(1)(b) of the Listing
Rules.
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29
The Directors confirm that, immediately following completion of the Global Offering: (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 placee 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. (Hong Kong time)
on Tuesday, February 10, 2026, provided that (i) the Global Offering has become unconditional in
all respects, and (ii) the right of termination described in the section headed “Underwriting –
Underwriting Arrangements and Expenses – Hong Kong Public Offering – Hong Kong Underwriting
Agreement – Grounds for termination” in the Prospectus has not been exercised. Investors who trade
H Shares prior to the receipt of H Share certificates or 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. (Hong Kong
time) on Tuesday, February 10, 2026, it is expected that dealings in the H Shares on the Stock Exchange
will commence at 9:00 a.m. on Tuesday, February 10, 2026. The H Shares will be traded in board
lots of 100 H Shares each and the stock code of the H Shares will be 600.
By order of the Board
Axera Semiconductor Co., Ltd.
(愛芯元智半導體股份有限公司 )
Dr. QIU Xiaoxin
Chairman of the Board and Executive Director
Zhejiang, China, February 9, 2026
As at the date of this announcement, the Board comprises: (i) Dr. QIU Xiaoxin, Mr. SUN Weifeng, Mr.
SHI Xiaoye, Mr. WANG Yuan, Mr. ZHAO Changhua* and Mr. LIU Jianwei* as executive Directors;
(ii) Mr. ZHOU Siyuan, Mr. GU Kaining, Ms. BAI Ting, Mr. WANG Chen and Mr. ZHOU Zhifeng* as
non-executive Directors and (iii) Ms. TAN Ren, Mr. LI Jun, Dr. WANG Xin and Prof. CHEN Xin as
proposed independent non-executive Directors.
*Note: Mr. ZHAO Changhua, Mr. LIU Jianwei and Mr. ZHOU Zhifeng have tendered their
resignations from the directorships of the Company on June 23, 2025 which will take effect upon Listing.
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