XUNCE (ASX: 03317) has announced a proposed placement of H shares at a discount and a concurrent issuance of convertible bonds.

On July 2, 2026, following the trading session, the company entered into a placement agreement with placement agents. Under this agreement, the company will issue and allot placement shares, and the agents will act on a best-efforts basis to procure subscribers for these shares at the placement price. The shares will be allotted and issued under a general mandate.

The placement price is set at HK$107.70 per share, representing a discount of approximately 13.0% compared to the closing price of HK$123.80 per H share on the Hong Kong Stock Exchange on the date of the placement agreement. The placement involves 7.283 million H shares, constituting about 2.7% of the existing issued H shares and approximately 2.3% of the total issued share capital as of the announcement date.

Assuming the placement shares are fully placed, the gross proceeds are expected to be approximately HK$784 million. After deducting commissions and estimated expenses, the net proceeds are anticipated to be around HK$771 million. The company intends to use these funds to strengthen its full-chain AI data infrastructure, expand the deployment of cross-industry commercial and scalable solutions, pursue overseas expansion through a customer-oriented internationalization strategy, and for working capital and general corporate purposes.

Separately, on the same date, the company entered into a subscription agreement with an underwriter for the issuance of convertible bonds with a total principal amount of RMB 1.36 billion. The placement and the bond issuance are independent and not conditional upon each other.

The bonds are convertible into H shares at an initial conversion price of HK$123.86 per share, subject to adjustment. This initial price represents a premium of about 0.05% over the closing price of HK$123.80 per H share on July 2, 2026. If the bonds are fully converted at this price, they would be convertible into approximately 12.6865 million H shares.

Based on the estimated net proceeds from the bond offering of approximately $196 million and the 12.6865 million conversion shares, the net issue price per conversion share is estimated to be about HK$120.9. Upon completion, the gross proceeds from the bond issuance are expected to be around $200 million, with net proceeds estimated at $196 million after underwriting commissions and other estimated expenses. The intended use of these bond proceeds aligns with that of the placement proceeds.