XUNCE (03317) plans to offer a discount of about 13.0% to issue 7.283 million H shares and concurrently propose to issue 1.36 billion yuan of convertible bonds.

XUNCE (03317) announced that on July 2, 2026 (after trading hours), the company entered into a placement agreement with placement agents. According to this agreement, the company agreed to issue and distribute placement shares, and the placement agents agreed to use their best efforts individually (not jointly or collectively) to facilitate subscribers to subscribe for the placement shares at the placement price and in accordance with the terms and conditions of the placement agreement. The placement shares will be issued and distributed under the general mandate. The placement price for each placement share is HK$107.70 per share, representing a discount of approximately 13.0% from the closing price of H shares of HK$123.80 per share on the date of the placement agreement. The placement shares consist of 7.283 million H shares, representing approximately 2.7% of the existing issued H shares as of the announcement date and approximately 2.3% of the total issued shares. Assuming all placement shares are fully subscribed, the total proceeds from the placement are expected to be approximately HK$784 million, with a net proceeds (after deduction of commissions and estimated expenses) of approximately HK$771 million. The company intends to use the proceeds for strengthening the full-chain AI data infrastructure, expanding cross-industry commercialization and scalable solutions deployment, expanding overseas deployment through a customer-centric international strategy, as well as for working capital and general corporate purposes. On July 2, 2026 (after trading hours), the company entered into a subscription agreement with a subscriber. According to the agreement and subject to certain conditions, the company agreed to issue, and the subscriber agreed to subscribe and pay individually (not jointly) or to cause subscribers to subscribe and pay a total principal amount of RMB 1.36 billion in bonds. The placement and issuance of the bonds are independent of each other and not conditional on each other. The bonds can be converted into H shares at the initial conversion price of HK$123.86 per share (adjustable) under the terms and conditions. The initial conversion price of HK$123.86 per share represents a premium of approximately 0.05% over the closing price of H shares of HK$123.80 per share on the Hong Kong Stock Exchange on July 2, 2026 (the trading day when the subscription agreement was signed). Assuming full conversion at the initial conversion price of HK$123.86 per share, the bonds will be convertible into approximately 12.6865 million H shares, representing approximately 4.8% of the total issued H shares of the company as of the announcement date and approximately 3.9% of the total issued shares, as well as approximately 4.5% and 3.8% of the total issued H shares and total issued shares, respectively, after the full conversion of the bonds. The converted shares will be fully paid, and will have the same rights as the H shares already issued on the relevant registration date. Based on the estimated net proceeds of approximately USD 196 million from the subscription, and considering the conversion of 12,686,500 shares after full conversion of the bonds, the estimated net issuance price per converted share is approximately HK$120.9. After the bond issuance, the total proceeds from the bond subscription are expected to be approximately USD 200 million, with a net proceeds (after deduction of underwriter commissions and other estimated expenses for this issuance) of approximately USD 196 million. The company intends to use the proceeds for strengthening the full-chain AI data infrastructure, expanding cross-industry commercialization and scalable solutions deployment, expanding overseas deployment through a customer-centric international strategy, as well as for working capital and general corporate purposes.