上海壁仞科技股份有限公司 章程 （首次公開發行境外上市股份（H股）並上市後適用） 目錄 | 第一章 | 總則 | | 1 | | --- | --- | --- | --- | | 第二章 | 經營宗旨和範圍 | | 2 | | 第三章 | 股份 | | 3 | | 第一節 | | 股份發行 | 3 | | 第二節 | | 股份增減和回購 | 7 | | 第三節 | | 股份轉讓 | 9 | | 第四章 | | 股東和股東會 | 10 | | 第一節 | | 股東的一般規定 | 10 | | 第二節 | | 控股股東和實際控制人 | 15 | | 第三節 | | 股東會的一般規定 | 16 | | 第四節 | | 股東會的召集 | 20 | | 第五節 | | 股東會的提案與通知 | 21 | | 第六節 | | 股東會的召開 | 24 | | 第七節 | | 股東會的表決和決議 | 27 | | 第五章 | | 董事和董事會 | 32 | | 第一節 | | 董事的一般規定 | 32 | | 第二節 | | 董事會 | 36 | | 第三節 | | 董事會專門委員會 | 42 | | 第六章 | | 總經理 ...

Core Viewpoint - Wall Street's GPU first stock, Birun Technology, has concluded its IPO with a staggering oversubscription rate of 1583.50 times, raising approximately HKD 42.1-48.5 billion [1] Group 1: IPO Details - Birun Technology (06082) has recorded a margin amount of approximately HKD 384.379 billion [1] - The company issued 247.69 million shares with a price range of HKD 17.00 to 19.60 per share [1] - The pricing results are expected to be announced on December 30, 2023, with the listing scheduled for January 2, 2026 [1] Group 2: Investor Participation - The IPO attracted a prestigious lineup of cornerstone investors, including Qiming Venture Partners, Ping An Life, and LionGlobal, with a total subscription amount of approximately HKD 28.99 billion, accounting for nearly 64% of the global offering [1] Group 3: Company Performance - Birun Technology is recognized as a leading provider of general intelligent computing solutions in China, with revenue projected to grow from RMB 499,000 in 2022 to RMB 337 million by 2024, reflecting a compound annual growth rate of 2500% [1] - As of December 15, 2025, the company has an order backlog amounting to approximately RMB 1.241 billion [1]

Core Viewpoint - Wall Street's GPU first stock, Birun Technology, has completed its IPO with significant oversubscription, indicating strong market interest and potential for future growth [1] Group 1: IPO Details - Birun Technology (06082) recorded a margin amount of approximately HKD 384.379 billion, with an oversubscription rate of 1583.50 times [1] - The company is issuing 247.69 million shares, with a price range of HKD 17.00 to HKD 19.60 per share, aiming to raise approximately HKD 4.21 to HKD 4.85 billion [1] - The pricing results are expected to be announced on December 30, and the company will be listed on January 2, 2026, marking the largest fundraising scale for a new stock since the implementation of the Hong Kong Stock Exchange's Chapter 18C listing system [1] Group 2: Investor Participation - The IPO has attracted a prestigious lineup of cornerstone investors, including Qiming Venture Partners, Ping An Life, and LionGlobal, with a total subscription amount reaching approximately HKD 28.99 billion, accounting for nearly 64% of the global offering size [1] Group 3: Company Performance - Birun Technology is a leading provider of general intelligent computing solutions in China, with revenue projected to grow from RMB 499,000 in 2022 to RMB 337 million in 2024, reflecting a compound annual growth rate of 2500% [1] - As of December 15, 2025, the company has an order backlog amounting to approximately RMB 1.241 billion [1]

Summary of Key Points Core Viewpoint - The A-share market will see four new stocks listed during the last three trading days of 2025, with no new stock subscriptions available for investors during this period. The recent trend shows a strong "profit effect" from new stocks, with significant gains reported on their first trading days. Group 1: Upcoming New Stock Listings - Four new stocks will be listed on the A-share market: Yufan Technology (001396), Qiangyi Semiconductor (688809), Shuangxin Environmental Protection (001369), and Hengdong Optical Communication Technology (920045) [1][3] - Yufan Technology will be listed on December 30, 2025, while Hengdong Optical Communication will be listed on December 31, 2025 [3] Group 2: Recent New Stock Performance - Last week, five new stocks were listed, with four of them achieving significant first-day gains. Notably, Nabai Chuan's stock saw a first-day profit of 46,200 yuan per subscription [1][10] - Jiangsu Xihua New Energy Technology's stock had a first-day closing price of 36.81 yuan, up 264.46% from its issue price of 10.1 yuan, resulting in a profit of 13,352 yuan per subscription [11] - Nabai Chuan's stock closed at 115 yuan, a 408.18% increase from its issue price of 22.63 yuan, yielding a profit of 46,200 yuan per subscription [12] Group 3: Company Profiles of New Listings - Yufan Technology focuses on underground pipeline detection and has over 60 relevant qualifications and certifications [4][5] - Qiangyi Semiconductor specializes in semiconductor design and manufacturing, particularly in the development and production of MEMS probe cards, breaking the foreign monopoly in this field [6] - Shuangxin Environmental Protection is engaged in the production and sales of polyvinyl alcohol (PVA) and related chemical materials, with a complete PVA industry chain [7] - Hengdong Optical Communication develops and manufactures passive optical devices, with a focus on AI data center networks and long-term partnerships with major clients [9]

Core Viewpoint - The Hong Kong Stock Exchange (HKEX) has seen a significant increase in IPO activity, with 25 companies successfully listing in December alone, bringing the total for the year to 114, the highest in five years. Wallran Technology is set to be the first stock listed in 2026, with its IPO scheduled for January 2, 2024 [1]. IPO Information - Wallran Technology (06082.HK) is set to issue 94.69 million shares, with a price range of HKD 17 to 19.6. The company aims to raise approximately HKD 48.6 billion, with cornerstone investors committing around HKD 29 billion, representing 64% of the total offering [1][9]. - The IPO will have a public offering of 5% and an international placement of 95%, with a minimum subscription amount of HKD 3,960 [1]. Company Overview - Founded in 2019, Wallran Technology focuses on the design and development of GPU chips and intelligent computing solutions for AI applications [1]. - The company operates on a fabless model, outsourcing manufacturing and assembly to third-party contractors [2]. Financial Performance - Wallran Technology's revenue has shown significant growth, from HKD 499,000 in 2022 to HKD 62.03 million in 2023, and projected to reach HKD 336.8 million in 2024. However, the company has incurred substantial losses, totaling over HKD 6.3 billion from 2022 to mid-2025 [4][5]. - The company’s gross margin stands at 31.9%, which is lower than its competitors, indicating challenges in profitability despite revenue growth [5]. Market Position and Potential - In the Chinese smart computing chip market, Wallran Technology holds a mere 0.16% market share, with significant growth potential as the market is expected to grow from USD 30.1 billion in 2024 to USD 201.2 billion by 2029, at a CAGR of 46.3% [7][8]. - The company has established strategic partnerships in high-demand sectors such as AI data centers, telecommunications, and fintech, with contracts valued at approximately HKD 1.241 billion signed by December 2025 [3][8]. Competitive Landscape - Wallran Technology faces intense competition, particularly from Nvidia and Huawei, which dominate the market with a combined share of 94.4%. In the GPGPU segment, Nvidia holds a staggering 97.6% market share [7]. - Despite its small market share, Wallran Technology's unique GPGPU architecture and comprehensive software capabilities provide it with a competitive edge [6]. Investment Sentiment - The strong participation of cornerstone investors in Wallran Technology's IPO reflects confidence in its future growth prospects, which may stabilize its stock price post-listing [9].

Core Viewpoint - The successful listing of Wallen Technology on the Hong Kong Stock Exchange marks a significant milestone for the domestic GPU industry, positioning it as the first domestic GPU stock in Hong Kong and the first company to be listed in 2026 [1][3]. Group 1: Company Overview - Wallen Technology, established in 2019, focuses on the design of GPU chips and the development of general-purpose graphics processing units (GPGPU) and intelligent computing solutions for AI [4]. - The company has entered the first tier of domestic GPU manufacturers, alongside other notable firms such as Moer Technology and Muxi Technology [1][4]. Group 2: Financial Performance - Wallen Technology's revenue is projected to grow rapidly, increasing from 499,000 yuan in 2022 to 337 million yuan in 2024, with a 50% year-on-year growth in the first half of 2025 [4]. - Despite this growth, the company has not yet achieved profitability, with expected net losses of 1.538 billion yuan in 2024 and 1.6 billion yuan in the first half of 2025 [4]. Group 3: IPO Details - Wallen Technology plans to issue approximately 247.69 million H-shares, with 95% allocated for international offering and 5% for public offering, potentially raising up to 6.42 billion HKD if the overallotment option is fully exercised [3]. - The IPO will utilize the 18C mechanism, allowing companies with significant investments and long development cycles to list even if they are not yet profitable [4]. Group 4: Market Context - The domestic GPU industry is experiencing a surge in interest and investment, with multiple companies like Moer Technology and Muxi Technology also entering the capital markets [5]. - The demand for computing power is rapidly increasing, driven by the early stages of AI technology development, with significant growth expected in semiconductor equipment sales [5]. Group 5: Industry Trends - The market penetration of domestic AI chips has been rising due to the U.S.-China tech rivalry and domestic substitution policies, although the industry is still in its early development stage [6]. - Domestic GPU manufacturers face challenges in performance and software ecosystem compared to international giants but have advantages in localized services and cost control [6].

Core Viewpoint - Wallan Technology is set to launch its IPO on the Hong Kong Stock Exchange, aiming to become the first publicly listed company focused on high-end General-Purpose Graphics Processing Units (GPGPU) in the market [1] Group 1: Technology and Product Capabilities - Wallan Technology has a clear technical roadmap, focusing on cloud-based intelligent computing with a continuously evolving GPGPU architecture [3] - The company has achieved mass production of two chip models, BR106 and BR110, and introduced the high-performance BR166 product using Chiplet technology, significantly enhancing computing power and memory bandwidth [3] - Wallan's self-developed BIRENSUPA platform is compatible with mainstream deep learning frameworks, reducing customer migration costs, and has received industry recognition for its performance in MLPerf Inference 2.1 tests [3] Group 2: Commercialization and Revenue Growth - Although currently in a loss phase, Wallan Technology has shown a clear revenue growth trend, with revenues increasing from approximately 500,000 yuan in 2022 to 62 million yuan in 2023, and projected to reach 337 million yuan in 2024 [3] - As of mid-2025, the company reported approximately 82.2 million yuan in unfulfilled orders, along with framework sales agreements and contracts totaling 1.241 billion yuan, providing revenue visibility for the next 1-2 years [4] Group 3: Investor Confidence and IPO Structure - The IPO has attracted 23 cornerstone investors, including notable institutions, with a total subscription ratio of about 64%, indicating strong institutional confidence in Wallan's technology and long-term prospects [4] - The company has implemented a 15% over-allotment option (green shoe mechanism) to stabilize stock prices post-IPO, reducing the risk of share price decline [4] Group 4: Market Environment - The technology sector in the Hong Kong stock market is currently valued at historical lows, with significant net inflows from southbound funds exceeding 138 billion HKD this year, indicating ample liquidity [5] - Wallan Technology is positioned as a rare asset in the Hong Kong market, especially in the context of high valuations for GPU companies in the A-share market [5] Conclusion - Wallan Technology's IPO marks a significant entry of domestic high-end GPU companies into the international capital market, supported by its technological accumulation, product delivery capabilities, and clear iteration roadmap, making it a noteworthy consideration for investors focused on hard technology sectors, particularly in semiconductors and AI computing [6]

Group 1 - China Merchants Securities maintains an "Accumulate" rating for JD Health (06618.HK), highlighting its "medicine + pharmacy" dual-driven model and leading market share in retail pharmacies, with O2O delivery times as fast as 9 minutes [1] - China Everbright Securities International maintains an "Accumulate" rating for Biren Technology (06082.HK), noting its position as the first company in China to use 2.5D chip packaging technology and its strong commercial progress with over 2 billion yuan in unfulfilled orders [1] - Huachuang Securities maintains a "Strong Buy" rating for Hesai Technology (02525.HK), emphasizing its leadership in the global LiDAR market and significant cost reductions achieved through self-developed chips, with a delivery target of 200,000 units by 2025 [1] Group 2 - CICC maintains an "Outperform" rating for Haidilao (06862.HK), reporting stable table turnover rates in H2 and better-than-expected cost optimization, with new brand strategies accelerating growth [2] - CICC maintains an "Outperform" rating for Shuangdeng Co. (06960.HK), identifying it as a leader in communication and data center energy storage, benefiting from increased capital expenditure in global AIDC and the trend of lithium battery replacing lead-acid [2] Group 3 - CITIC Securities maintains a "Buy" rating for Kintor Group (00148.HK), noting the positive impact of price increases on its CCL business and the expected growth in PCB business volume [3] - CITIC Securities maintains a "Buy" rating for Shougang Resources (00639.HK), highlighting its resource scarcity and leading cost control, with expected performance growth amid rising coking coal prices in 2026-27 [3] - Shenwan Hongyuan maintains a "Buy" rating for Beautiful Garden Medical Health (02373.HK), emphasizing its accelerated industry consolidation through acquisitions and a significant increase in store numbers [3] - China Merchants Securities maintains an "Accumulate" rating for Baiguoyuan Group (02411.HK), noting its stock incentive plan and strategic upgrades aimed at restoring same-store growth and opening pace [3]

Core Viewpoint - Wall Street's interest in domestic GPU companies is growing, as evidenced by the IPO of Birran Technology, which aims to raise up to HKD 48.6 billion through the issuance of 248 million shares, with significant backing from cornerstone investors [1][2][3] Group 1: IPO Details - Birran Technology plans to globally issue 248 million shares, with a maximum offer price of HKD 19.60 per share, from December 22 to December 29 [2] - The company expects to raise approximately HKD 48.6 billion, with cornerstone investors subscribing to about 148 million shares, amounting to around HKD 29 billion, which constitutes about 60% of the total fundraising [1][2] Group 2: Financial Performance and R&D Investment - Birran Technology has not yet turned a profit, primarily due to substantial R&D expenditures, which totaled approximately HKD 3.303 billion over three and a half years [1][6] - The company reported revenues of HKD 62.03 million in 2023, with projections of HKD 337 million for 2024 and HKD 58.903 million for the first half of 2025, mainly from GPGPU hardware and software [4][6] Group 3: Market Position and Competition - The Chinese AI chip market is projected to reach USD 50.4 billion by 2025, with Birran Technology aiming for a market share of about 0.2% [4] - The competitive landscape is intensifying, with other domestic GPU companies like Moole and Muxi also going public recently, indicating a trend of increasing market presence for local AI chip manufacturers [3][4] Group 4: Customer Concentration - Birran Technology has a high customer concentration, with the top five customers accounting for 98.1% and 90.3% of revenue in 2023 and 2024, respectively [5] - The largest customer contributed 85.7% and 54.5% of revenue in the same years, although this concentration improved slightly in the first half of 2025 [5]

Investment Rating - The report assigns a rating of 5.7 out of 10 for the IPO of the company, suggesting a recommendation for subscription based on the potential growth in AI computing demand and the company's strong technological barriers and order reserves [16]. Core Insights - The company focuses on general-purpose graphics processing unit (GPGPU) chips and intelligent computing solutions, which are critical for AI model training and inference, positioning itself as a key player in the AI infrastructure market [1]. - The company has achieved significant revenue growth, with projected revenues of RMB 3.37 billion in 2024 and RMB 589 million in the first half of 2025, supported by a strong order backlog totaling RMB 20.63 billion [2][5]. - The Chinese intelligent computing chip market is expected to reach USD 50.4 billion by 2025, indicating substantial growth potential for the company, which aims to capture approximately 0.2% of the market share [3][9]. Company Overview - The company has developed a complete solution comprising hardware systems and software platforms, including PCIe cards, OAM modules, and servers, which enhance energy efficiency in data centers [2]. - The company is the first in China to adopt 2.5D chip packaging technology for dual AI computing bare chips, showcasing its advanced technological capabilities [1][4]. - The company holds a robust patent portfolio with 613 patents granted and 972 pending, indicating strong technical reserves [4]. Industry Status and Prospects - The market is characterized by a concentration of leading players, with the top two companies holding 94.4% of the market share, providing a unique competitive space for the company [3]. - The domestic competition in the intelligent computing chip sector is expected to grow, with local companies projected to increase their market share from 20% in 2024 to 60% by 2029, benefiting the company as a local core enterprise [9]. Advantages and Opportunities - The company has a strong technical barrier and iterative capability, with a high proportion of R&D personnel (83%) and significant investment in R&D, exceeding 70% of total operating expenses from 2022 to 2024 [4]. - The company has a solid order reserve, with 24 unfulfilled binding orders valued at RMB 822 million and additional sales agreements worth RMB 1.241 billion, indicating strong revenue certainty for the future [5]. Commercialization Progress - The company has begun generating revenue from its intelligent computing solutions in 2023, with a steady increase in customer quality, moving from small trial customers to leading enterprises in the ICT and data center sectors [2][5]. - The company operates under a fabless model, focusing on core design and solution integration, allowing for flexible supply chain responses to customer needs [5].