VISEN Pharmaceuticals (VISEN PHARMA-B, 02561) has proposed sizeable increases to three sets of annual caps governing continuing connected transactions with Ascendis Pharma A/S subsidiaries, reflecting higher resource needs ahead of lonapegsomatropin’s commercial launch and other pipeline milestones.

Key Changes

1. Exclusive Licence Framework Agreement (ELA) • 2026 cap lifted to RMB39.31 million from RMB23.65 million. • New future caps: RMB36.95 million for 2027 and RMB22.98 million for 2028. • Drivers: additional full-time equivalent (FTE) support for technology transfer and commercial supply chain set-up, plus extra materials for localisation.

2. 1st Commercial Supply Framework Agreement (CSA) • 2026 cap raised sharply to RMB76.90 million from RMB4.00 million. • 2027 cap set at RMB4.56 million. • Reason: shipment schedule for lonapegsomatropin drug packages pushed from 2025 into 2026-2027; RMB42.20 million of pre-payments already made by 31 Dec 2025.

3. 2nd Commercial Supply Framework Agreement (CSFA) • 2026 cap increased to RMB154.40 million from RMB52.20 million. • 2027 cap increased to RMB164.20 million from RMB88.60 million. • Reason: deliveries of drug packages, auto-injectors and ancillary products now expected to start in 2026; RMB194.40 million pre-paid as at end-2025.

Regulatory & Governance

• All Ascendis entities are connected persons; each revised cap exceeds the 5% percentage ratio under HKEX Chapter 14A, triggering disclosure, circular and independent shareholders’ approval requirements. • An extraordinary general meeting is scheduled for 22 Apr 2026; Ascendis-affiliated shareholders will abstain from voting. • No directors have material interests in the transactions.

Internal Controls

VISEN will enhance monitoring by: • Bi-annual connected-transaction reports; • Benchmarking FTE rates and pass-through costs; • Independent audits of purchase prices; • Alerts when utilisation reaches 75% of any cap.

Impact

Management states the revisions align with updated R&D and commercial timelines and do not materially affect operations or finances. The transactions remain on normal commercial terms, subject to independent shareholders’ approval.