Bairong Inc. (BAIRONG-W) has signed a conditional agreement with Lego Securities Limited to place up to 37.39 million non-listed, transferable warrants at HK$0.10 each.

Each warrant entitles the holder to subscribe for one new Class B share at an initial exercise price of HK$8.70 within two years of issuance. The combined acquisition and exercise cost of HK$8.80 per share represents a 22.02% premium to the HK$7.13 closing price on 20 April 2026, the last trading day before the announcement.

Proceeds profile • Immediate capital: Gross proceeds of HK$3.74 million (net HK$3.04 million) will be realised on warrant issuance. • Potential capital: Full exercise would generate an additional HK$325.32 million. • Total net proceeds: HK$328.36 million, earmarked 79.26% for research and development and 20.74% for working capital and general corporate purposes.

Capital impact Assuming full conversion, 37.39 million new Class B shares would be issued, expanding total issued shares (including treasury shares) by 7.40% and representing 7.99% of the current share base. Public float thresholds must remain compliant under HKEX rules before any exercise.

Key terms and conditions • Placing Agent: Lego Securities Limited; placing commission fixed at HK$0.20 million. • Placees: Not fewer than six independent third parties. • Long Stop Date: 31 July 2026 for fulfillment of all conditions, including shareholder approval at an extraordinary general meeting (EGM) and HKEX listing approval for the underlying shares. • The warrants will not be listed; only the resulting shares will apply for listing. • Termination rights allow the placing agent to withdraw under specified adverse market or company conditions.

Shareholding structure Bairong currently has 72.71 million Class A shares and 377.15 million Class B shares (excluding treasury shares) in issue. Full warrant conversion would raise Class B shares to 414.54 million, with the new investors holding approximately 9.02% of that class.

Next steps The company will dispatch a circular and convene an EGM to seek a specific mandate for issuing the underlying shares. Completion of the placing is contingent on all conditions being met; investors are advised to note that the transaction may or may not proceed.