Black Sesame International Holding Limited Announces Major Share Subscription and Fundraising

Overview of the Subscription Announcement

Black Sesame International Holding Limited (Stock Code: 2533) has announced a substantial equity fundraising through the subscription of new shares under its General Mandate. The Company has entered into a Subscription Agreement with Infini Global Master Fund, a multi-strategy discretionary investment fund managed by Infini Capital Management Limited and Infini Capital Management (ME) Limited, both licensed in their respective jurisdictions. The agreement was signed on March 9, 2026, after trading hours.

Key Points of the Subscription

• Number of Shares: 33,544,600 new shares (“Subscription Shares”) will be issued at HK\$18.88 per share.
• Subscription Price: The price represents a 2.13% discount to the closing price of HK\$19.29 per share on March 9, 2026, and a 0.35% discount to the five-day average closing price (HK\$18.946).
• Gross Proceeds: The Company expects to raise approximately HK\$633.3 million in gross proceeds, with net proceeds after commissions and fees of HK\$631.0 million. The net issue price per Subscription Share will be approximately HK\$18.81.
• Shareholding Impact: The new shares represent about 4.99% of the current issued shares and 4.75% of the enlarged share capital post-subscription. The public float will remain above 25%, ensuring compliance with listing rules.
• Use of Proceeds:
  • Research & Development: 50% (HK\$315.5 million) will go toward core technologies, including next-gen high-performance chips for autonomous driving, robotics, and edge AI devices. This includes:
    • Research and development of high-computing-power chips: 30% (HK\$189.3 million)
    • Establishment of overseas R&D centers: 20% (HK\$126.2 million)
  • Product Commercialization & Market Expansion: 40% (HK\$252.4 million) will support certification, adaptation, and mass production of intelligent driving chips, expansion of robotics and device AI product lines.
  • General Working Capital: 10% (HK\$63.1 million) allocated for general corporate purposes.
• Timeline: 70% of proceeds are expected to be utilized in 2026, with the remaining 30% in 2027.
• Regulatory Filings: The Company will file with PRC authorities, including the CSRC, upon completion of the subscription.

Important Information for Shareholders

• Completion Conditions: Subscription completion is conditional upon Stock Exchange approval for listing the new shares, continued trading of shares, regulatory consents, and no material adverse changes in the Group’s financial or business condition. Some conditions can be waived by the Subscriber, but key listing and trading conditions cannot.
• Potential Price Sensitivity: The new fundraising, strategic investor involvement, and the planned use of proceeds for high-growth areas (AI, robotics, autonomous driving, overseas R&D) could substantially affect investor sentiment and share value. The discounted pricing and the additional liquidity may impact the stock price in the near term.
• Strategic Synergies: The Directors believe the partnership with Infini Global Master Fund will accelerate overseas capital and business connections, support sustainable development, and foster growth in key technology areas.
• Recent Fundraising Activities: The Company previously raised HK\$1,237.4 million via placing in February 2025, with HK\$410.8 million unused as of January 31, 2026. Another subscription in March 2026 raised HK\$538.13 million, as yet unutilized. All proceeds are earmarked for R&D, commercialization, strategic investments, and working capital.
• General Mandate Utilization: The current subscription, combined with previous issues, uses approximately 49.14% of the General Mandate. No shareholder approval is required as the issuance falls within the mandate.

Shareholding Structure Before and After Subscription

Potential Impact on Share Value

The announcement is significant and price-sensitive, given the size of the fundraising, the strategic investor profile, the planned use of proceeds in high-growth technology areas, and the impact on shareholding structure. Investors should note the discounted issue price and the substantial additional liquidity, which may influence trading dynamics. The Company’s focus on AI, robotics, and overseas expansion is likely to be viewed positively for long-term growth but could also introduce volatility around completion and utilization of proceeds.

Recent and Pending Fundraising Utilization

Previous Placing: HK\$1,237.4 million raised in February 2025, with substantial funds still unutilized and planned for R&D, commercialization, sales expansion, strategic investments, and working capital.
Previous Subscription: HK\$538.13 million raised in March 2026, earmarked for strategic mergers, acquisitions, and working capital, not yet utilized.

Investor Guidance

Risk Warning: Completion of the subscription is subject to fulfillment or waiver of several conditions, including regulatory approvals and absence of material adverse changes. The outcome is uncertain and may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the shares.

Board and Directors

As of the announcement, the Board comprises Executive Directors Mr. SHAN Jizhang and Mr. ZENG Daibing, Non-executive Directors Mr. LIU Weihong and Dr. YANG Lei, and Independent Non-executive Directors Prof. LI Qingyuan, Prof. LONG Wenmao, and Prof. XU Ming.

Disclaimer

This article is for informational purposes only and does not constitute an offer or solicitation to purchase or subscribe for securities. Completion of the subscription is subject to conditions and may not proceed. Investors are urged to consult their financial advisers and exercise due diligence. The Company’s shares are not registered in the United States and may not be offered or sold in the United States except pursuant to registration or an exemption. The author accepts no liability for investment decisions made based on this article.

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