Zhipu to Raise Funds via New H Shares and Zero-Coupon Convertible Bonds

Zhipu (02513) entered into a placing agreement with joint placing agents on September 12, 2026 to place up to 21.965 million new H shares, representing approximately 4.5% of the enlarged issued share capital. The placing price is HK$714 per share, a 9.96% discount to the closing price of HK$793 on September 11, 2026. Gross proceeds are approximately HK$15.683 billion, with net proceeds of approximately HK$15.664 billion.

On the same day, Zhipu entered into a subscription agreement with the managers to issue US dollar-settled zero-coupon convertible bonds with an aggregate principal amount of RMB20.14 billion, due in 2027. The initial conversion price is HK$892.5 per share, a premium of approximately 12.55% to the closing price of HK$793 on September 11, 2026, and a premium of approximately 0.07% to the average closing price over the preceding five trading days. If fully converted, the bonds will convert into approximately 26.365 million conversion shares, representing approximately 5.36% of the enlarged issued share capital. The placing and the bond issuance are being conducted independently and are not conditional on each other.

Zhipu intends to use the net proceeds from the share placement and bond issuance as follows: 60% for research and development of next-generation GLM foundation models and a fully self-trained system, as well as the deployment and upgrading of large-scale training, production inference, computing resources, and related technical infrastructure; 15% to support the company's business expansion plans, strategic investments, and potential mergers and acquisitions; and the remaining approximately 25% to optimize the capital structure, supplement working capital for daily operations, and for other general corporate purposes.

As of August 31, 2026, Zhipu had fully utilized the proceeds from its initial public offering, and had utilized approximately 34.92% of the proceeds from its first placement. The proceeds have been used primarily to support the company's established development strategy and business expansion, in accordance with the intended uses set out in the prospectus and the announcement relating to the first placement. In early July 2026, Zhipu announced a placement of up to 19.78 million new H shares, representing approximately 4.25% of the enlarged issued share capital, at a placing price of HK$1,588 per share, a discount of 12.99%, raising HK$31.411 billion, with net proceeds of approximately HK$31.375 billion, for research and development investment, accelerating business expansion, and optimizing the capital structure. Together with the current placement and bond issuance, Zhipu has raised more than HK$70 billion within two months.