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Suzhou Novosense Microelectronics Co., Ltd. — Capital/Financing Update 2025
Nov 27, 2025
50751_rns_2025-11-27_d5ae7f0d-0105-4cba-8779-d047950739b4.pdf
Capital/Financing Update
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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 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 jurisdictions of the United States. The securities 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, or outside the United States unless in compliance with Regulation S under the U.S. Securities Act. There will be no public offer of securities 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 November 28, 2025 (the "Prospectus") issued by Suzhou Novosense Microelectronics Co., Ltd. (蘇州納芯微電子股份有限公司) (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. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended.
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those defined in the Prospectus.
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In connection with the Global Offering, China International Capital Corporation Hong Kong Securities Limited, as stabilization manager (the "Stabilization Manager") (or any person acting for it), on behalf of the Underwriters, may over-allocate or effect transactions with a view to stabilizing or supporting the market price of our H Shares 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 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 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 from the last day for lodging applications under the Hong Kong Public Offering (which is Friday, January 2, 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 (which is Friday, January 2, 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 Monday, December 8, 2025).
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NOVOSENSE
纳芯微电子
Suzhou Novosense Microelectronics Co., Ltd.
蘇州纳芯微電子股份有限公司
(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 : 19,068,400 H Shares (subject to the Over-allotment Option)
Number of Hong Kong Offer Shares : 1,906,900 H Shares (subject to reallocation)
Number of International Offer Shares : 17,161,500 H Shares (subject to reallocation and the Over-allotment Option)
Maximum Offer Price : HK$116.00 per Offer Share, plus brokerage of 1%, 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 : 2676
Joint Sponsors, Overall Coordinators, Joint Global Coordinators, Joint Bookrunners and Joint Lead Managers
CICC 中金公司 CITIC SECURITIES 建银国际 CCB International
Joint Bookrunners and Joint Lead Managers
ABCI 景銀國際 東吳證券(香港) 景南國際 东丹诺国际 东丹诺国际 景南国际
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一是證券有限公司 | WIN SECURITIES LTD.
APPLICATION FOR LISTING ON THE STOCK EXCHANGE
The Company has applied to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the H Shares to be issued pursuant to the Global Offering (including any additional H Shares which may be issued pursuant to the exercise of the Over-allotment Option).
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on December 8, 2025, it is expected that dealings in the H Shares on the Stock Exchange will commence at 9:00 a.m. on December 8, 2025.
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IMPORTANT NOTICE TO INVESTORS: FULLY ELECTRONIC APPLICATION PROCESS
We have adopted a fully electronic application process for the Hong Kong Public Offering. We will not provide printed copies of the Prospectus to the public.
The Prospectus is available at the website of the Stock Exchange at www.hkexnews.hk under the “HKEX news > New Listings > New Listing Information” section, and our website at www.novosns.com. If you require a printed copy of the Prospectus, you may download and print from the website addresses above.
To apply for the Hong Kong Offer Shares, you may:
(1) apply online via the White Form eIPO service at www.eipo.com.hk; or
(2) apply electronically through the HKSCC EIPO channel and cause HKSCC Nominees to apply on your behalf by instructing your broker or custodian who is an HKSCC Participant to give electronic application instructions via HKSCC’s FINI system to apply for the Hong Kong Offer Shares on your behalf.
We will not provide any physical channels to accept any application for the Hong Kong Offer Shares by the public. The contents of the electronic version of the Prospectus are identical to the printed Prospectus as registered with the Registrar of Companies in Hong Kong pursuant to section 342C of the Companies (Winding Up and Miscellaneous Provisions) Ordinance.
If you are an intermediary, broker or agent, please remind your customers, clients or principals, as applicable, that the prospectus is available online at the website addresses above.
See “How to Apply for Hong Kong Offer Shares” in the prospectus for further details of the procedures through which you can apply for the Hong Kong Offer Shares electronically.
Your application through the White Form eIPO service or the HKSCC EIPO channel must be made for a minimum of 100 Hong Kong Offer Shares and in multiples of that number of Hong Kong Offer Shares as set out in the table below. No application for any other number of Hong Kong Offer Shares will be considered and such an application is liable to be rejected.
If you are applying through the White Form eIPO service, you may refer to the table below for the amount payable for the number of H Shares you have selected. You must pay the respective amount payable on application in full upon application for Hong Kong Offer Shares.
If you are applying through the HKSCC EIPO channel, you are required to pre-fund your application based on the amount specified by your broker or custodian, as determined based on the applicable laws and regulations in Hong Kong.
| No. of Hong Kong Offer Shares applied for | Amount payable(2) on application HK$ | No. of Hong Kong Offer Shares applied for | Amount payable(2) on application HK$ | No. of Hong Kong Offer Shares applied for | Amount payable(2) on application HK$ | No. of Hong Kong Offer Shares applied for | Amount payable(2) on application HK$ |
|---|---|---|---|---|---|---|---|
| 100 | 11,716.99 | 2,000 | 234,339.72 | 10,000 | 1,171,698.60 | 200,000 | 23,433,972.00 |
| 200 | 23,433.97 | 2,500 | 292,924.66 | 20,000 | 2,343,397.20 | 250,000 | 29,292,465.00 |
| 300 | 35,150.96 | 3,000 | 351,509.58 | 30,000 | 3,515,095.80 | 300,000 | 35,150,958.00 |
| 400 | 46,867.94 | 3,500 | 410,094.51 | 40,000 | 4,686,794.40 | 400,000 | 46,867,944.00 |
| 500 | 58,584.94 | 4,000 | 468,679.45 | 50,000 | 5,858,493.00 | 500,000 | 58,584,930.00 |
| 600 | 70,301.91 | 4,500 | 527,264.36 | 60,000 | 7,030,191.60 | 600,000 | 70,301,916.00 |
| 700 | 82,018.90 | 5,000 | 585,849.30 | 70,000 | 8,201,890.20 | 700,000 | 82,018,902.00 |
| 800 | 93,735.89 | 6,000 | 703,019.15 | 80,000 | 9,373,588.80 | 800,000 | 93,735,888.00 |
| 900 | 105,452.88 | 7,000 | 820,189.02 | 90,000 | 10,545,287.40 | 953,400(1) | 111,709,744.52 |
| 1,000 | 117,169.85 | 8,000 | 937,358.88 | 100,000 | 11,716,986.00 | ||
| 1,500 | 175,754.79 | 9,000 | 1,054,528.75 | 150,000 | 17,575,479.00 |
Notes:
(1) Maximum number of Hong Kong Offer Shares you may apply for and this is approximately 50% of the Hong Kong Offer Shares initially offered.
(2) The amount payable is inclusive of brokerage, SFC transaction levy, the Stock Exchange trading fee and AFRC transaction levy. If your application is successful, brokerage will be paid to the Exchange Participants (as defined in the Listing Rules) or to the White Form eIPO Service Provider (for applications made through the application channel of the White Form eIPO Service Provider) while the SFC transaction levy, the Stock Exchange trading fee and the AFRC transaction levy will be paid to the SFC, the Stock Exchange and the AFRC, respectively.
STRUCTURE OF THE GLOBAL OFFERING
The Global Offering comprises:
- the Hong Kong Public Offering of initially 1,906,900 H Shares (subject to reallocation) representing approximately 10.0% of the total number of Offer Shares initially available under the Global Offering, and
- the International Offering of initially 17,161,500 H Shares (subject to reallocation and the Over-allotment Option) representing approximately 90.0% of the total number of Offer Shares initially available under the Global Offering.
The allocation of the Offer Shares between the Hong Kong Public Offering and the International Offering will be subject to reallocation as described in the section headed "Structure of the Global Offering" in the Prospectus.
The Overall Coordinators may in their sole discretion reallocate Offer Shares from the International Offering to the Hong Kong Public Offering to satisfy valid applications under the Hong Kong Public Offering. In particular, if (i) the International Offer Shares are fully subscribed or oversubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the number of times; or (ii) the International Offer Shares are undersubscribed and the Hong Kong Offer Shares are fully subscribed or oversubscribed irrespective of the number of times, then up to 953,300 Offer Shares may be reallocated from the International Offering to the Hong Kong Public Offering, so that the total number of Offer Shares available for subscription under the Hong Kong Public Offering will increase up to 2,860,200 Offer Shares, representing 15% of the number of Offer Shares initially available under the Global Offering (before any exercise of the Over-allotment Option), in accordance with Chapter 4.14 of the Guide for New Listing Applicants issued by the Stock Exchange.
In connection with the Global Offering, the Company is expected to grant the Over-allotment Option to the International Underwriters, exercisable by the Overall Coordinators (for themselves and on behalf of the International Underwriters).
Pursuant to the Over-allotment Option, the International Underwriters will have the right, exercisable by the Overall Coordinators (for themselves and on behalf of the International Underwriters) at any time from the Listing Date until 30 days after the last day for lodging applications under the Hong Kong Public Offering, to require our Company to issue up to an aggregate of 2,860,200 additional Offer Shares, representing not more than 15% of the total number of Offer Shares under the Global Offering, at the Offer Price under the International Offering to cover over-allocations in the International Offering, if any. In the event the Over-Allotment Option is exercised, an announcement will be made on the website of the Company at www.novosns.com and the Stock Exchange's website at www.hkexnews.hk.
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PRICING
The Offer Price will not be more than HK$116.00 per Offer Share, unless otherwise announced, as further explained below. Applicants under the Hong Kong Public Offering may be required to pay, on application (subject to application channels), the maximum Offer Price of HK$116.00 per Offer 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%, amounting to a total of HK$11,716.99 for one board lot of 100 Offer Shares, subject to refund if the Offer Price as finally determined is less than the maximum Offer Price of HK$116.00 per Offer Share.
EXPECTED TIMETABLE
Hong Kong Public Offering commences ... 9:00 a.m. on
Friday, November 28, 2025
Latest time for completing electronic applications
under the White Form eIPO service through designated
website www.eipo.com.hk ... 11:30 a.m. on
Wednesday, December 3, 2025
Application lists of the Hong Kong Public Offering open ... 11:45 a.m. on
Wednesday, December 3, 2025
Latest time for (a) completing payment of White Form eIPO
applications by effecting internet banking transfer(s) or
PPS payment transfer(s) and (b) giving
electronic application instructions to HKSCC ... 12:00 noon on
Wednesday, December 3, 2025
Application lists of the Hong Kong Public Offering close ... 12:00 noon on
Wednesday, December 3, 2025
Expected Price Determination Date ... on or before 12:00 noon on
Thursday, December 4, 2025
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Announcement of the final Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocation of the Hong Kong Offer Shares under the Hong Kong Public Offering to be published on the websites of the Stock Exchange at www.hkexnews.hk and our Company at www.novosns.com on or before …………………… 11:00 p.m. on Friday, December 5, 2025
Results of allocations in the Hong Kong Public Offering to be available through a variety of channels, including:
- in the announcement to be posted on our Company’s website at www.novosns.com and the Stock Exchange’s website at www.hkexnews.hk by no later than …………………… 11:00 p.m. on Friday, December 5, 2025
- from the “Allotment Results” function at designated results of allocations website at www.iporesults.com.hk or www.eipo.com.hk/eIPOAllotment with a “search by ID” function on a 24-hour basis …………………… from 11:00 p.m. on Friday, December 5, 2025 to 12:00 midnight on Thursday, December 11, 2025
- from the allocation results telephone enquiry line by calling +852 2862 8555 …………………… between 9:00 a.m. and 6:00 p.m. from Monday, December 8, 2025 to Thursday, December 11, 2025
For those applying through HKSCC EIPO channel, you may also check with your broker or custodian. …………………… from 6:00 p.m. on Thursday, December 4, 2025
Dispatch of H Share certificates or deposit of the H Share certificates into CCASS in respect of wholly or partially successful applications pursuant to the Hong Kong Public Offering on or before. …………………… Friday, December 5, 2025
Despatch of White Form e-Refund payment instructions/ refund checks in respect of wholly or partially unsuccessful applications pursuant to the Hong Kong Public Offering on or before …………………… Monday, December 8, 2025
Dealings in H Shares on the Stock Exchange expected to commence at …………………… 9:00 a.m. on Monday, December 8, 2025
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SETTLEMENT
Subject to the granting of the listing of, and permission to deal in, the H Shares on the Stock Exchange and compliance with the stock admission requirements of HKSCC, the H Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date of commencement of dealings in the H Shares or any other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange is required to take place in CCASS on the second settlement day after any trading day. All activities under CCASS are subject to the General Rules of HKSCC and HKSCC Operational Procedures in effect from time to time. All necessary arrangements have been made enabling the H Shares to be admitted into CCASS. Investors should seek the advice of their stockbroker or other professional advisor for details of those settlement arrangements as such arrangements may affect their rights and interests.
ELECTRONIC APPLICATION CHANNELS
The Hong Kong Public Offering period will begin at 9:00 a.m. on Friday, November 28, 2025 and end at 12:00 noon on Wednesday, December 3, 2025 (Hong Kong time).
To apply for Hong Kong Offer Shares, you may use one of the following application channels:
| Application Channel | Platform | Target Investors | Application Time |
|---|---|---|---|
| White Form eIPO services | www.eipo.com.hk | Investors who would like to receive a physical H Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in your own name | From 9:00 a.m. on Friday, November 28, 2025 to 11:30 a.m. on Wednesday, December 3, 2025, Hong Kong time. |
| The latest time for completing full payment of application monies will be 12:00 noon on Wednesday, December 3, 2025, Hong Kong time. | |||
| HKSCC EIPO channel | Your broker or custodian who is a HKSCC Participant will submit an EIPO application on your behalf through HKSCC’s FINI system in accordance with your instruction. | Investors who would not like to receive a physical H Share certificate. Hong Kong Offer Shares successfully applied for will be allotted and issued in the name of HKSCC Nominees, deposited directly into CCASS and credited to your designated HKSCC Participant’s stock account | Contact your broker or custodian for the earliest and latest time for giving such instructions, as this may vary by broker or custodian. |
The White Form eIPO service and the HKSCC EIPO channel are facilities subject to capacity limitations and potential service interruptions and you are advised not to wait until the last day of the application period to apply for Hong Kong Offer Shares.
PUBLICATION OF RESULTS
The Company expects to announce the Offer Price, the level of indications of interest in the International Offering, the level of applications in the Hong Kong Public Offering and the basis of allocations of Hong Kong Offer Shares on the Stock Exchange’s website at www.hkexnews.hk and our website at www.novosns.com by no later than 11:00 p.m. on Friday, December 5, 2025 (Hong Kong time).
The results of allocations and identification document numbers of successful applicants under the Hong Kong Public Offering will be available through a variety of channels at the times and date and in the manner specified in the section headed “How to Apply for Hong Kong Offer Shares – B. Publication of Results” in the Prospectus.
If an application is rejected, not accepted or accepted in part only, or if the Offer Price as finally determined is less than the maximum Offer Price of HK$116.00 per Offer Share (excluding brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee payable thereon) paid on application, or if the conditions of the Global Offering as set out in the section headed “Structure of the Global Offering – Conditions of the Global Offering” in the Prospectus are not satisfied or if any application is revoked, the application monies, or the appropriate portion thereof, together with the related brokerage, SFC transaction levy, AFRC transaction levy and Stock Exchange trading fee, will be refunded (subject to application channels), without interest.
No temporary document of title will be issued in respect of the Offer Shares. No receipt will be issued for sums paid on application. H Share certificates will only become valid evidence of title at 8:00 a.m. on Monday, December 8, 2025, provided that the Global Offering has become unconditional and the right of termination described in the section headed “Underwriting” has not been exercised. Investors who trade H Shares prior to the receipt of H Share certificates or the H Share certificates becoming valid do so entirely at their own risk.
Assuming that the Hong Kong Public Offering becomes unconditional at or before 8:00 a.m. in Hong Kong on Monday, December 8, 2025, it is expected that dealings in the H Shares on the Stock Exchange will commence at 9:00 a.m. on Monday, December 8, 2025.
The H Shares will be traded in board lots of 100 H Shares each and the stock code of our H Shares will be 2676.
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This announcement is available for viewing on the website of the Company at www.novosns.com and the website of the Stock Exchange at www.hkexnews.hk.
By order of the Board
Suzhou Novosense Microelectronics Co., Ltd.
Mr. Wang Shengyang
Chairman and Director
Hong Kong, November 28, 2025
As of the date of this announcement, the Directors are: Mr. Wang Shengyang, Mr. Sheng Yun, Mr. Wang Yifeng, Mr. Jiang Chaoshang, Mr. Wu Jie, Dr. Hong Zhiliang, Dr. Chen Xichan, Mr. Wang Ruwei and Ms. Du Linlin.
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