Z.AI files ~$5B Hong Kong share placement and convertible bonds

Beijing-based Z.AI, formerly Zhipu AI, published a Hong Kong exchange announcement for a new H-share placing and concurrent zero-coupon convertible bonds whose own figures add up to about a $5 billion package, with completion still conditional.

A Hong Kong exchange filing now puts a roughly $5 billion dual raise on a listed Chinese AI lab, aimed at next-generation GLM models and self-training compute. Completion is still conditional.

Z.AI Co., Ltd. / 北京智譜華章科技股份有限公司 (stock code 2513; H shares on HKEX, the Hong Kong stock exchange) published a Hong Kong exchange announcement for (1) placing of new H shares under general mandate and (2) a concurrent proposed issue of RMB 20.14 billion U.S. Dollar settled zero-coupon convertible bonds due 2027 — bonds that pay no coupon and can later convert into shares. Press also calls the company formerly Zhipu AI. The Placing Agreement and the Subscription Agreement were signed 12 Sep 2026. That HKEX announcement is the filing event. Completion is still conditional.

The 12 Sep 2026 Placing Agreement covers up to 21,965,000 new H shares at HK$714.00 each, about a 9.96% discount to the 11 Sep close of HK$793. Gross proceeds if fully placed about HK$15,683.01 million; net about HK$15,664.13 million — the placing side of the package, roughly US$2 billion before fees. HK$714.00 is seven hundred fourteen Hong Kong dollars per share. The 9.96% discount is about ten cents on the dollar versus the prior close. The placing is on a best-effort basis, meaning agents try to sell the shares but do not guarantee a full book. Target placing closing 16 Sep 2026, subject to conditions (including listing permission) and the placing agents’ termination right.

The concurrent 12 Sep 2026 Subscription Agreement is for RMB 20.14 billion zero-coupon USD-settled convertible bonds due 16 Sep 2027, issue price 100.5%, initial conversion HK$892.50 per H share. RMB 20.14 billion is about twenty billion one hundred forty million yuan. Subject to completion, bond gross proceeds about US$3,015.64 million; net about US$3,010.77 million — about three billion U.S. dollars. Target Issue Date 18 Sep 2026. The bonds may or may not be issued.

The placing and the bonds are independent of each other and are not inter-conditional — one can complete even if the other does not. Both remain subject to conditions.

Use of proceeds, as stated in the announcement: about 60% for R&D of next-generation GLM foundation models and the Fully Self Training system, plus training, inference, and compute infrastructure; about 15% for business expansion, strategic investment, and potential M&A; about 25% for capital structure, working capital, and general corporate purposes.

Prior equity named in the same filing includes a January 2026 IPO / global offering and a July 2026 First Placing of 19.78 million H shares at HK$1,588, completed 13 Jul 2026. This filing is the 13 Sep announcement only — not those earlier closes.