MINIMAX-W (00100) proposes to place 35.6 million new Class A shares and issue HK$6.5 billion zero-interest guaranteed convertible bonds due in 2027

Zhitong Financial App News, MINIMAX-W (00100) issued an announcement. On July 10, 2026 (before the trading period), the company signed a placement agreement with the placement agent. According to this, the company agreed to issue and distribute the placement shares, and each placement agent agreed to act as the company's agent on an individual (not common or common and individual) basis to make every effort to induce the undertaker to subscribe for the placement shares according to the placement price and in accordance with the terms and conditions set forth in the placement agreement. The company will issue 35.6 million new Class A shares with a face value of $0.0001 per share of the company's share capital in accordance with the terms set out in the placement agreement and subject to its terms and conditions. Placed shares will be distributed and issued in accordance with a general mandate.

The placement price was HK$268.00 per placed share, a discount of approximately 9.89% from the closing price of HK$297.40 per Class A share as reported by the Hong Kong Stock Exchange on the last trading day. Assuming that all of the placed shares are fully placed, the total estimated proceeds from the placement are expected to be approximately HK$9.541 billion, while the estimated net proceeds from the placement (after deducting commissions and estimated expenses) are expected to be approximately HK$9.491 billion. The company plans to use the proceeds from the placement to continue to strengthen its AI infrastructure and model research and development, accelerate the global commercialization and development of its Harness products, and working capital and general corporate use.

On July 10, 2026 (before the trading period), the issuer, company and manager entered into a subscription agreement. Based on this and subject to certain conditions contained therein, the issuer has agreed to issue, and the manager has individually (but not jointly) agreed to subscribe and pay (or cause the subscriber to subscribe and pay) bonds with a total principal amount of HK$6.5 billion. Placing and issuing bonds are independent of each other and are not mutually conditional.

Bonds can be converted to Class A shares at the initial conversion price of HK$335.00 (subject to adjustment) per Class A share, as set forth in the terms and conditions. The initial conversion price is HK$335.00 per Class A share, which is approximately 12.64% premium over the closing price of HK$297.40 per share reported on the Hong Kong Stock Exchange on the last trading day for Class A shares.

Assuming that the bonds are converted according to the initial conversion price of HK$335.00 per Class A share, the bonds can be converted into approximately 19.43 million Class A shares.

After the issuance of the bonds is completed, the total proceeds from the bond subscription transaction will be approximately HK$6.5 billion, while the net proceeds from the bond subscription transaction (after deducting the manager's commission and other estimated expenses payable in connection with the sale) will be approximately HK$6.466 billion.