Venus Medtech (Hangzhou) Inc. announced a conditional subscription agreement with Hangzhou Yingzhiqin No. 3 Equity Investment Partnership under which the investor will commit up to RMB500.00 million through a mix of new H/Domestic shares and convertible bonds.

Key Terms • Shares: 184.54 million new shares at HK$1.078 each, representing a 7.9 % discount to the HK$1.170 closing price on 10 September 2026. Gross proceeds: HK$198.93 million (if H Shares) or RMB171.91 million (if Domestic Shares). • Convertible Bonds: Principal of up to HK$379.65 million, 5 % simple interest, one-year tenor extendable subject to NDRC filing. Initial conversion price: HK$1.1858, a 1.4 % premium to the 10 September close. Full conversion would add 320.17 million H shares. • Specific Mandate: Both the placement shares and conversion shares will be issued under a mandate to be sought at an extraordinary general meeting (EGM). • Dilution: Combined issuance implies a theoretical dilution of 3.6 % under Listing Rule 7.27B. • Lock-up: The subscriber is restricted from disposing of subscription or conversion shares for three months post issuance or conversion.

Funding Structure & Use of Proceeds Net proceeds are estimated at RMB476.50 million and are earmarked as follows: 1) R&D, clinical and regulatory spending – RMB120.00 million (25.2 %) by end-2028. 2) General working capital – RMB206.50 million (43.3 %) across administration, sales & distribution, and manufacturing upgrades by end-2028. 3) Debt repayment – RMB150.00 million (31.5 %) by end-2026, including the Yingzhiqin No. 2 loan due March 2027.

Impact on Capital Structure • Current issued shares: 441.01 million. • Post-placement (no CB conversion): 625.55 million shares; subscriber holds 29.50 %. • Post-full conversion: 945.71 million shares; subscriber holds 53.37 %. Public float of H shares remains above 25 %.

Security & Covenants All advances and bonds will be secured by a pledge over selected core patents (≈5.8 % of the group’s global portfolio). Interest or principal default triggers 10 % default interest and potential acceleration. Restrictive covenants limit Venus Medtech’s issuance, borrowing, asset disposals and certain corporate actions until completion or long-stop date.

Conditions & Timeline Completion hinges on shareholder approval, HKEX listing approval for H shares and conversion shares, and the subscriber’s outbound investment (ODI) clearances from NDRC, MOFCOM and SAFE. The long-stop date is 12 months from signing.

Rationale Management cites the financing as critical to alleviate near-term liquidity pressure—bridge loan and bank debt totaling RMB162.94 million—and to sustain product development and commercialization plans in structural heart disease devices.

Shareholders will vote on the transaction at the forthcoming EGM; completion is not assured until all conditions precedent are met.