Z.AI Co., Ltd. (Z.AI) unveiled a twin fund-raising plan on 12 September 2026 that could raise net proceeds of roughly HK$39.27 billion to finance next-generation artificial-intelligence model development, capacity expansion and general corporate purposes.
Placing of new H shares • Up to 21.97 million new H shares (4.72% of current share capital) will be placed with at least six institutional investors at HK$714.00 each. • The offer price represents a 9.96% discount to the 11 September close of HK$793.00 and a 19.95% discount to the five-day average of HK$891.90. • Gross proceeds are expected at HK$15.68 billion; net proceeds at about HK$15.66 billion. • Shares will be issued under the company’s existing 20% general mandate; completion is scheduled for 16 September 2026, subject to customary conditions.
Zero-coupon convertible bonds • Concurrently, Z.AI will issue RMB20.14 billion (US$3.02 billion) of U.S.-dollar-settled zero-coupon convertible bonds due 16 September 2027. • Bonds are offered at 100.5% of principal to professional investors through joint bookrunners China International Capital Corp. Hong Kong Securities and Guotai Junan Securities (Hong Kong). • Initial conversion price: HK$892.50 per H share, a 12.55% premium to the last close and a 0.07% premium to the five-day average. • Full conversion would create about 26.37 million new H shares, enlarging the share base by 5.36%. • Net proceeds are estimated at US$3.01 billion (HK$23.61 billion). • The bonds will list on the Vienna MTF; conversion shares will be listed on HKEX. Redemption options include issuer call from 18 February 2027 and investor put upon change-of-control, delisting or prolonged trading suspension.
Capital structure impact Post-placement, issued shares will rise to 487.59 million; full CB conversion would take the total to 513.95 million. Public float will remain above the 10% HKEX requirement.
Use of proceeds • 60% for R&D of next-generation General Language Model (GLM) foundation models, Fully Self Training systems and expanded training/inference computing infrastructure. • 15% for MaaS platform rollout, strategic investments and potential AI-related acquisitions. • 25% for working capital, capital structure optimisation and general corporate purposes. All funds are targeted for deployment by 30 June 2028.
Background and mandate Z.AI, listed on HKEX in January 2026, has exhausted its IPO proceeds and utilised 34.92% of the HK$31.37 billion raised in its July 2026 first placing. The new fund-raising will further tap the residual capacity of its general mandate, eliminating the need for additional shareholder approval.
Caveats Both the placing and the bond issue are subject to customary conditions and may not proceed if those conditions are not met. Investors are advised to exercise caution when dealing in Z.AI securities.