On December 18, 2025, the well-known global game publisher Tanwan Inc. (9890.HK) (hereinafter referred to as the “Company”) released an announcement declaring the issuance of zero-coupon convertible bonds with a total scale of HK$468 million (approximately US$60 million). The funds raised will be specifically used for strategic deployment and investment in AI-related industries, providing long-term capital support for the Company to fully accelerate the advancement of its “AI+Gaming” strategy and helping the Company strengthen its future core competitiveness.
High Conversion Premium Demonstrates Market Confidence as Strategic Financing Powers Long-term Development
According to the subscription agreement signed between the Company, the sole placing agent Deutsche Bank AG, and the subscriber LMR Multi-Strategy Master Fund Limited, the conversion price is HK$23.50 per share. This price represents a premium of approximately 38.24% to the closing price of the shares of HK$17.00 per share as quoted on the stock exchange on the last trading date before the date of the Agreement; and a premium of approximately 41.67% to the average closing price of HK$16.59 per share for the last 5 consecutive trading days up to and including the last trading date before the date of the Agreement. This issuance has become the highest-premium one-year convertible bond issuance transaction for a Hong Kong listed company in history since such products appeared in the Hong Kong capital market.
Calculated at this price, all bonds can be converted into 19,914,804 new shares. After full conversion, the conversion shares will represent approximately 3.79% of the existing issued shares of the Company and approximately 3.65% of the issued shares the Company as enlarged by the issue of the conversion shares. The successful issuance of these convertible bonds under “High premium + Zero-Coupon” terms is a positive signal of international investor support for the Company's continuous investment in the “AI+Gaming” track, reflecting investor recognition of the Company’s current value and conveying firm confidence in its long-term strategy and growth prospects.
Introduction of a Globally Renowned Long-Term Institutional Investor Further Optimizes Capital Structure
These convertible bonds’ sole investor of the Subscriber is LMR Multi-Strategy Master Fund Limited, an internationally renowned investment management fund. LMR Partners Limited (“LMR”) acts as one of the investment managers to the Subscriber. LMR was established in 2009, with its headquarters in London and offices in New York, Hong Kong, Zurich, Dubai, Dublin, and Glasgow. LMR currently manages over US$11 billion in assets on behalf of global institutional clients. LMR focuses on highly liquid, market-neutral, and relative-value-oriented trading investments, using these to build diversified investment portfolios. LMR continues to pay attention to opportunities in the Hong Kong market and participated in the Hong Kong IPO subscriptions of Contemporary Amperex Technology Co. Ltd. (“宁德时代新能源科技股份有限公司”) and Lens Technology Co., Ltd. (“蓝思科技股份有限公司”) H-shares as a cornerstone investor this year.
The collaboration with LMR introduces a high-quality, long-term international institutional investor to the Company, further optimizing its capital structure and enhancing its visibility and influence in global capital markets.
Pioneering AI Investments to Build Core Competitiveness in “AI+Gaming”
Currently, the Company has built a full-link AI technology system covering distribution, operation, and research and development, and has independently developed the Proprietary Business Intelligence Analytics System “Hetu”(河图) , the Intelligent End-User Engagement Platform “Luoshu”(洛书), and the “X” intelligent marketing platform which has been upgraded with further integration of AI technology. AI technology, in the form of agents, has deeply penetrated into every aspect of the Company, from AIGC material generation to AI maintenance and ad-delivery algorithm optimization. The Company established a wholly-owned subsidiary, Hong Kong Yuanda Future Limited (香港远达未来有限公司), focusing on AI-related industry investments, and successfully invested in Hangzhou Jiyi Artificial Intelligence Technology Company Limited (杭州极逸人工智能科技有限公司) (which owns the game industry specialized large model "SOON"), continuously exploring “AI+Gaming” technology industry upgrade paths. Through this convertible bond financing, the Company will further refine its technology matrix driven by AI and data.
This issuance represents a proactive measure by the Company to optimize its capital structure. By utilizing a convertible bond instrument with both debt and equity characteristics, the Company is able to secure long-term funding at a competitive cost of capital, effectively reinforcing its capital base. Although the Company has abundant operating cash flow, the continuous innovation and iteration of AI technology are characterized by large investments, long cycles, and relatively long payback periods, yet hold significant strategic importance. This financing ensures financial stability while further supporting the Company’s future strategic innovation investment, achieving a good balance between the two.
Conclusion
Facing the new era of “AI+Gaming”, the Company is committed to becoming a leading enterprise driven by AI technology that continuously creates fun for users and provides excellent services for game development partners. This convertible bond issuance is a solid step for the Company toward this strategic goal. Looking forward, the Company will continue to uphold the spirit of innovation, driven by AI technology, and commit to creating a higher quality game experience for global players, providing more efficient services for partners, and promoting the Company’s high-quality development in the “AI+Gaming” era.