Bairong AI completes HK$10.12 million non-listed warrant placing; up to 37.39 million new Class B shares poised for issue

Bulletin Express
08/26

Event overview Bairong AI Inc. announced the completion of its specific-mandate placement of 37.39 million non-listed warrants on 26 August 2026. All conditions precedent under the Warrant Placing Agreement have been satisfied, and the warrants were fully placed to no fewer than six independent investors through the placing agent.

Key terms of the warrants • Placing price: HK$0.29 per warrant • Gross proceeds: HK$10.83 million; estimated net proceeds: HK$10.12 million • Exercise price: HK$8.00 per Class B share (subject to adjustment) • Exercise period: Two years from the issue date • Maximum new shares: 37.39 million Class B shares, representing 9.10% of enlarged Class B share capital upon full exercise

Use of proceeds The company intends to allocate the HK$10.12 million net proceeds to: 1) Enhance research and development activities; 2) Supplement working capital and meet general corporate needs.

Impact on capital structure • Pre-placement: 72.71 million Class A shares and 373.54 million Class B shares outstanding (excluding treasury shares). • Post-full exercise: Class A shares remain unchanged; Class B shares rise to 410.94 million. • Public float (excluding warrant holders) would decrease from 68.70% to 62.45%, while warrant holders would collectively hold 9.10% of Class B shares. • No placee will become a substantial shareholder after full exercise of the warrants.

Governance context Bairong AI remains a weighted-voting-rights (WVR) issuer. Founder and Chairman Zhang Shaofeng continues to control 100% of Class A shares and holds or controls 13.14 million Class B shares, equating to 66.06% of total voting rights on matters outside reserved issues.

Timeline and next steps The warrants are immediately tradable among the placees and exercisable at the holders’ discretion within two years. Any exercised warrants will result in the issuance of additional Class B shares, further strengthening the company’s capital base for its stated strategic initiatives.

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