GigaCloud Technology Inc

Code

M

Shares

413,942

Price

$0.00

Footnotes

8

Lei Wu ("Mr. Wu") is the sole member and sole manager of a limited liability company, Shan Lao Hu Tong LLC, that is the sole shareholder of Ji Xiang Hu Tong Holdings Limited. As a result of these relationships, Mr. Wu may be deemed to be an indirect beneficial owner of the securities held by Ji Xiang Hu Tong Holdings Limited. Represents Class A ordinary shares, par value of US$0.05 per share, of the Issuer ("Class A Ordinary Shares") directly held by Ji Xiang Hu Tong Holdings Limited. This report shall not be deemed an admission that any of the reporting persons is the beneficial owner of such securities for purposes of Section 16 of Securities Exchange Act of 1934, as amended, or for any other purpose. On August 20, 2026, the Reporting Person entered into a variable prepaid forward sale contract with an unaffiliated third party buyer. The contract obligates the Reporting Person to deliver to the buyer up to 413,942 shares of Class A Ordinary Shares (or, at the Reporting Person's election, an equivalent amount of cash based on the market price of Class A Ordinary Shares) on six maturity dates, including up to 63,942 shares on June 8, 2029, up to 70,000 shares on June 11, 2029, up to 70,000 shares on June 12, 2029, up to 70,000 shares on June 13, 2029, up to 70,000 shares on June 14, 2029, and up to 70,000 shares on June 15, 2029, respectively (the "Base Amount"). In exchange for assuming this obligation, the Reporting Person received a cash payment of $16,777,636 as of the date of entering into the contract. (Continued from footnote 4) The Reporting Person pledged 413,942 shares of Class A Ordinary Shares (the "Pledged Shares") to secure his obligations under the contract, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The number of shares of Class A Ordinary Shares to be delivered by the Reporting Person to the buyer on the maturity dates is to be generally determined as follows: (a) if the volume-weighted average closing price of the Class A Ordinary Shares on the relevant valuation date (the "Settlement Price") is less than $68.29 (the "Cap Price") but greater than $46.10 (the "Floor Price"), the Reporting Person will deliver to the buyer a number of shares of Class A Ordinary Shares equal to the Base Amount multiplied by a ratio equal to the Floor Price divided by the Settlement Price; (Continued from footnote 5) (b) if the Settlement Price is equal or greater than the Cap Price on a maturity date, the Reporting Person will deliver to the buyer a number of shares of Class A Ordinary Shares equal to the Base Amount multiplied by a ratio equal to a fraction with a numerator equal to the sum of (A) the Floor Price and (B) the excess, if any, of the Settlement Price over the Cap Price, and a denominator equal to the Settlement Price; and (c) if the Settlement Price is equal to or less than the Floor Price on a maturity date, the Reporting Person will deliver to the buyer a number of shares of Class A Ordinary Shares equal to the Base Amount. The Class B Ordinary Shares are convertible at any time at the option of the holder into an equal number of Class A Ordinary Shares at no cost. Represents Class B ordinary shares, par value of US$0.05 per share, of the Issuer ("Class B Ordinary Shares") directly held by Ji Xiang Hu Tong Holdings Limited.