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GigaDevice Semiconductor Inc. Share Issue/Capital Change 2026
50937_rns_2026-03-30_aaf824ff-40c7-4a70-9c2d-e74171eba506.pdf
Share Issue/Capital Change
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
GigaDevice
GigaDevice Semiconductor Inc.
兆易創新科技集團股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 3986)
CHANGE IN REGISTERED CAPITAL OF THE COMPANY AND AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The board of directors (the "Board") of GigaDevice Semiconductor Inc. (the "Company") announces that on March 30, 2026, the Board resolved to change the registered capital of the Company and amend the Company's articles of association (the "Articles of Association").
On November 14, 2025, the Company completed the share registration for the fourth exercise period under the 2021 Stock Option and Restricted Share Incentive Plan, resulting in an increase of 571,379 new shares. The Company's A shares increased from 667,277,972 shares to 667,849,351 shares. On January 13, 2026, 28,915,800 H shares of the Company (prior to the exercise of the over-allotment option) were listed and traded on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). On February 11, 2026, an additional 4,337,300 H shares of the Company issued upon the full exercise of the overall bottom option were listed and traded on the Main Board of the Stock Exchange, and the Company's H shares increased from 28,915,800 shares to 33,253,100 shares.
In light of above, the Company's total share capital changed from 667,277,972 shares to 701,102,451 shares; the Company's registered capital changed from RMB667,277,972 to RMB701,102,451.
In connection with the foregoing matters regarding the listing and issuance of the Company's H shares and the change of registered capital, the Company intends to amend the Articles of Association as follows:
| No. | Original Provisions and Content | Amended Provisions and Content |
|---|---|---|
| 1. | 3 Upon filing with the CSRC on December 9, 2025 and approval by the Stock Exchange of Hong Kong Limited (hereinafter referred to as Hong Kong Stock Exchange) on [•••] [•••], [•••], the Company conducted its initial public offering of [•••] overseas listed foreign shares, which were listed on the Main Board of the Hong Kong Stock Exchange on [•••] [•••], [•••]. | 3 Upon filing with the CSRC on December 9, 2025 and approval by the Stock Exchange of Hong Kong Limited (hereinafter referred to as Hong Kong Stock Exchange) on [•••] [•••], [•••], the Company conducted its initial public offering of 33,253,100 overseas listed foreign shares (after the exercise of the over-allotment option), which the Company were was listed on the Main Board of the Hong Kong Stock Exchange on January 13, 2026. |
| 2. | 6 The registered capital of the Company is RMB[•••]. | 6 The registered capital of the Company is RMB701,102,451. |
| 3. | 16 The Company has issued a total of [•••] shares with a par value of RMB1 per share. The Company's share capital structure comprises: [•••] ordinary shares, including 667,277,972 A Shares and [•••] H Shares. | 16 The Company has issued a total of 701,102,451 shares with a par value of RMB1 per share. The Company's share capital structure comprises: 701,102,451 ordinary shares, including 667,277,972667,849,351 A Shares and 33,253,100 H Shares. |
| 4. | 217 The Articles of Association shall take effect upon approval by the general meeting and from the date on which the Company's H shares are listed on The Stock Exchange of Hong Kong Limited. The interpretation of the Articles of Association shall rest with the Board of the Company. | 217 The Articles of Association shall take effect upon from the date of approval by the general meeting and from the date on which the Company's H shares are listed on The Stock Exchange of Hong Kong Limited. The interpretation of the Articles of Association shall rest with the Board of the Company. |
No other amendments are made to the Articles of Association other than those set out above. The amended Articles of Association will take effect upon approval by the forthcoming annual general meeting of the Company (the "AGM"). Until such approval, the current Articles of Association remain in effect.
A circular containing, among other matters, details of the change in registered capital and the amendments to the Articles of Association, together with the notice of the AGM, will be published on the Company’s website (www.gigadevice.com) and the website of the Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) in due course.
By order of the Board
GigaDevice Semiconductor Inc.
Mr. Zhu Yiming
Chairman of the Board and Executive Director
Beijing, the PRC, March 30, 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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