Extrawell Pharmaceutical Holdings Limited announced that on 27 March 2026, after market close, it executed a non-legally binding memorandum of understanding (MOU) with Marvel Nice Limited regarding a potential disposal of all Starcoin Group Limited convertible bonds held by Extrawell, as well as a possible assignment of the company’s rights under a prior amendment deed.

Key points

• Asset under negotiation – Convertible bonds issued by Starcoin Group Limited, with a total principal amount of HK$715.00 million. – The package includes accrued interest, all monies receivable, and the associated share conversion rights. – Extrawell may also transfer its entire interest in the Fourth Amendment Deed dated 2 December 2025, which sets revised terms for the bonds.

• Transaction structure – Either (i) a transfer of the full HK$715.00 million principal of convertible bonds under Condition 3(A) of the bond terms, and/or (ii) an assignment of all rights in the Fourth Amendment Deed. – The target consideration will be finalised through further negotiation between the parties.

• Conditions precedent 1. Signing of a definitive, legally binding agreement. 2. Approval of the definitive agreement and the contemplated transaction by Extrawell’s shareholders. 3. Receipt of all necessary third-party and regulatory consents, including any required approval from The Stock Exchange of Hong Kong Limited.

• Validity of the MOU – The MOU remains effective until the earlier of a binding agreement being signed or either party providing written notice to end discussions. Only the clauses on term and governing law are legally binding; all other provisions are non-binding.

Regulatory implications

If the negotiations progress to a binding agreement, the transaction may constitute a notifiable transaction under Hong Kong Listing Rules, triggering additional disclosure and approval requirements. Extrawell has cautioned shareholders and potential investors that the contemplated sale or assignment may or may not proceed and has committed to issuing further announcements upon any material developments.