Zhi Sheng Group Holdings Limited (8370.HK) Entered into a HK$120 million, Interest Free CB Subscription Agreement with Mr. Chatchaval Jiaravanon and Wonder Capital Group’s CMAG Fund

Zhi Sheng Group Holdings Limited

智昇集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8370.HK)

Entered into a HK$120 million, Interest Free CB Subscription Agreement with

Mr. Chatchaval Jiaravanon and Wonder Capital Group’s CMAG Fund
 

(28 March 2025, Hong Kong) Fast-developing data center construction and management company - Zhi Sheng Group Holdings Limited (the “Company” or “Zhi Sheng Group”, stock code: 8370.HK) is pleased to announce that it has entered into a convertible bond subscription agreement with Mr. Chatchaval Jiaravanon, a key member of the CP Group Family and Wonder Capital Group’s CMAG Fund.

The aggregate principal of the convertible bond amounts to HK$120 million. With an initial Conversion Price of HK$4 per Conversion Shares (subject to adjustment), a maximum of 30,000,000 Conversion Shares will be allotted and issued upon exercise of the Conversion Right in full, which represents approximately 19.49% of the total numbers of Shares in issue and approximately 16.31% of the enlarged capital.

Strong Profile of the Subscribers

Mr. Chatchaval Jiaravanon, is a key member of the family (“CP Group Family”) controlling The Charoen Pokphand Group Company (“CP Group”). He is currently chairman and founder of Charoen Energy and Water Asia and Lightnet Group, and owner of Fortune Media. CP Group Family is one of Asia’s wealthiest families and CP Group is one of the Asia’s largest diversified holding company.

CMAG Fund SPC, is an exempted company incorporated with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands with an investment focus in the real estate, sustainable energy and private credit sector. CMAG Fund SPC is managed by Wonder Capital Group Limited (a licensed corporation for carrying on Type 1 (dealing in securities), Type 4 (advising on securities) and Type 9 (asset management) regulated activities under the SFO in Hong Kong) as its investment manager.

Robust Development Plan and Use of Proceeds

As one of the emerging markets in Southeast Asia, Thailand's data center market is rapidly growing, valued at US$1.56 billion in 2024 and is expected to reach US$3.19 billion by 2030, with strong government support through tax incentives, enhanced infrastructure and simplified regulations. In 2024, the Board of Investment (BOI) approved 46 data centre and cloud related projects, with total investment amount of around US$5 billion. In 2025, up to 17 March, the investment amount approved was around US$2.7 billion.

In order to capitalise on opportunities in the data centre market in Thailand, the Group is exploring suitable land in Thailand, particularly in Rayong District or other strategic locations, to develop and operate a data center business. The goal is to provide long-term services to top-tier internet companies, with the planned site covering at least 140,000 square meters. After deducting related expenses, the estimated net proceeds from the issue of the Bonds are approximately HK$119.4 million and the Company plans to use:

1. Approximately HK$60 million for the potential acquisition of Land
2. Approximately HK$10 million as general working capital
3. Approximately HK$49.4 million for the development of data centres

Mr. Lai Ningning, the Chief Executive Officer of Zhi Sheng Group commented, “We are currently operating a leased data center in Shanghai and are actively expanding our customer base, enhancing our brand, and rapidly scaling up our data center business. In March 2025, we acquired land use right in Hohhot City, China to support this growth. Our long-term goal is to develop and operate multi-tenant hyperscale AI data centers and an intelligent computing centers.

This subscription not only provides funding support for our future development but also serves as a strong endorsement from a key member of one of the most important families in Asia. The participation of these renowned investors reflect deep confidence in our vision and capabilities, reinforcing our position in the industry and opening doors to new strategic opportunities.”

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About Zhi Sheng Group Holdings Limited

Zhi Sheng Group is principally engaged in the manufacture and sale of furniture products, with its products mainly selling to the domestic PRC market, including Sichuan Province, Chongqing City, the Tibet Autonomous Region, and Guizhou Province. Since the acquisition of Polyqueue Limited in January 2020, the Group has also tapped into the data center business in the PRC. By June 2021, the Group started to carry buildout management service business, seizing the market opportunities brought about by the development of AI and cloud computing.

This press release is issued by DLK Advisory Limited on behalf of Zhi Sheng Group Holdings Limited.

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