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Suzhou Novosense Microelectronics Co., Ltd. — Share Issue/Capital Change 2026
Jan 2, 2026
50751_rns_2026-01-02_9bee8f07-4389-427e-9680-2c4bd04201fc.pdf
Share Issue/Capital Change
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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 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, and is not intended to, 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 except in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and in compliance with any applicable state securities laws. There will be no public offer of securities in the United States.
Unless otherwise defined in this announcement, capitalized terms used herein shall have the same meanings as those defined in 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").
This announcement is made pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong). This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. Any investment decision in relation to the Offer Shares should be taken solely in reliance on the information in the Prospectus.

NOVOSENSE
纳芯微电子
Suzhou Novosense Microelectronics Co., Ltd.
蘇州納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)
(Stock code: 2676)
PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION, STABILIZING ACTIONS AND END OF STABILIZATION PERIOD
PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION
The Company announces that the Over-allotment Option described in the Prospectus has been partially exercised by the Overall Coordinators (for themselves and on behalf of the International Underwriters), on Friday, January 2, 2026, in respect of an aggregate of 1,026,600 H Shares (the "Over-allotment Shares"), representing approximately $5.38\%$ of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option.
The Over-allotment Shares will be issued and allotted by the Company at HK$116.00 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and the Stock Exchange trading fee of 0.00565%), being the Offer Price per H Share under the Global Offering.
STABILIZING ACTIONS AND END OF STABILIZATION PERIOD
Pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), the Company announces that the stabilization period in connection with the Global Offering ended on Friday, January 2, 2026, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. Further information on the stabilizing actions undertaken by China International Capital Corporation Hong Kong Securities Limited, the Stabilization Manager, or any person acting for it, during the stabilization period is set out in this announcement.
PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION
The Company announces that the Over-allotment Option described in the Prospectus has been partially exercised by the Overall Coordinators (for themselves and on behalf of the International Underwriters), on Friday, January 2, 2026, in respect of an aggregate of 1,026,600 H Shares, representing approximately 5.38% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option.
The Over-allotment Shares will be issued and allotted by the Company at HK$116.00 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and the Stock Exchange trading fee of 0.00565%), being the Offer Price per H Share under the Global Offering.
APPROVAL OF LISTING
Approval for the listing of and permission to deal in the Over-allotment Shares has already been granted by the Stock Exchange. Listing of and dealings in the Over-allotment Shares are expected to commence on the Main Board of the Stock Exchange at 9:00 a.m. on Wednesday, January 7, 2026.
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SHAREHOLDING STRUCTURE OF THE COMPANY UPON THE COMPLETION OF THE PARTIAL EXERCISE OF THE OVER-ALLOTMENT OPTION
The shareholding structure of the Company immediately before and immediately after the completion of the partial exercise of the Over-allotment Option pursuant to the partial exercise of the Over-allotment Option is as follows:
| Immediately before the issue of the Over-allotment Shares | Immediately after the issue of the Over-allotment Shares | |||
|---|---|---|---|---|
| Description of Shares | Number of Shares | Approximate percentage of the Company’s total issued share capital | Number of Shares | Approximate percentage of the Company’s total issued share capital |
| A Shares in issue | 142,528,433(1) | 88.20% | 142,528,433(1) | 87.64% |
| H Shares issued pursuant to the Global Offering | 19,068,400 | 11.80% | 20,095,000 | 12.36% |
| Total | 161,596,833 | 100.00% | 162,623,433 | 100.00% |
Note:
(1) Including 118,216 A Shares which are held by the Company as treasury Shares.
USE OF PROCEEDS
The Company will receive additional net proceeds of approximately HK$114.9 million from the issue of the Over-allotment Shares, after deduction of underwriting fees and commissions and estimated expenses payable by the Company in connection with the partial exercise of the Over-allotment Option. The additional net proceeds will be allocated by the Company on a pro rata basis to the purposes as set out in the section headed “Future Plans and Use of Proceeds” in the Prospectus.
STABILIZING ACTIONS AND END OF THE STABILIZATION PERIOD
Pursuant to section 9(2) of the Securities and Futures (Price Stabilizing) Rules (Chapter 571W of the Laws of Hong Kong), the Company announces that the stabilization period in connection with the Global Offering ended on Friday, January 2, 2026, being the 30th day after the last day for lodging applications under the Hong Kong Public Offering. The stabilizing actions undertaken by China International Capital Corporation Hong Kong Securities Limited, the Stabilization Manager, or any person acting for it, during the stabilization period are set out below.
(1) the over-allocation of an aggregate of 2,860,200 H Shares in the International Offering, representing approximately 15.00% of the total number of the Offer Shares initially available under the Global Offering before any exercise of the Over-allotment Option;
(2) successive purchases of an aggregate of 1,833,600 H Shares in the price range of HK$105.50 to HK$116.00 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and the Stock Exchange trading fee of 0.00565%) on the market during the stabilization period, representing approximately 9.62% of the total number of the Offer Shares available under the Global Offering before any exercise of the Over-allotment Option. The last purchase made by the Stabilization Manager, or any person acting for it, on the market during the stabilization period was on December 24, 2025, at the price of HK$115.90 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and the Stock Exchange trading fee of 0.00565%); and
(3) the partial exercise of the Over-allotment Option by the Overall Coordinators (for themselves and on behalf of the International Underwriters), on Friday, January 2, 2026, in respect of an aggregate of 1,026,600 H Shares, at HK$116.00 per H Share (exclusive of brokerage of 1.0%, SFC transaction levy of 0.0027%, AFRC transaction levy of 0.00015% and the Stock Exchange trading fee of 0.00565%), being the Offer Price per H Share under the Global Offering, to facilitate the delivery of part of H Shares to the placee who has agreed to delayed delivery of the relevant H Shares subscribed by it under the Global Offering.
The portion of the Over-allotment Option which has not been exercised by the Overall Coordinators for themselves and on behalf of the International Underwriters lapsed on Friday, January 2, 2026.
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PUBLIC FLOAT
Immediately after the partial exercise of the Over-allotment Option and the end of the stabilization period, the Company will continue to comply with the public float requirements under Rule 19A.13A(2) of the Listing Rules, pursuant to which at least 10% of the Company’s total number of issued Shares must at all times be held by the public.
By order of the Board
Suzhou Novosense Microelectronics Co., Ltd.
Mr. Wang Shengyang
Chairman and Executive Director
Hong Kong, January 2, 2026
As of the date of this announcement, the Board comprises: (i) Mr. Wang Shengyang, Mr. Sheng Yun, Mr. Wang Yifeng and Mr. Jiang Chaoshang as executive Directors; (ii) Mr. Wu Jie as non-executive Director; and (iii) Dr. Hong Zhiliang, Dr. Chen Xichan, Mr. Wang Ruwei and Ms. Du Linlin as independent non-executive Directors.