Venus Medtech-B (HKEX: 02500) has issued an announcement regarding the status of its convertible bond subscription agreement.
According to the announcement, the subscription agreement (as amended) stipulated that it would lapse and become void if certain conditions precedent were not fulfilled by the long stop date or any later date agreed upon by the subscriber and the company.
As several conditions precedent were not satisfied or waived by the long stop date, and no agreement was reached between the company and the subscriber to further extend this date, the subscription agreement lapsed and became void on June 30, 2026. Consequently, all obligations of the parties under the agreement have been discharged.
Under the terms of the framework agreement (as amended), if the overseas investment filing procedures were not completed by the relevant deadline, the company is required to repay the bridging loan and any outstanding interest to the subscriber by March 15, 2027, unless otherwise agreed. This deadline differs from the one previously disclosed.
The subscriber had provided a bridging loan of RMB 150 million to the company. Since the overseas investment filing procedures were not completed by the stipulated deadline and no extension was agreed upon, the company plans to repay the bridging loan and the corresponding unpaid interest to the subscriber no later than March 15, 2027.
The announcement also references a term sheet entered into on July 1, 2026, by the company, Hangzhou Gaoxin, and Hangzhou Yingzhiqin. According to this term sheet, these parties have expressed an intention, together with other potential investors, to invest up to a total of RMB 500 million in the company through a potential transaction, which may include a share subscription and/or a convertible bond subscription.
Pursuant to the term sheet, following shareholder approval of the formal transaction documents, the subscription for new shares and/or new convertible bonds issued by the company, with a total investment value of RMB 350 million (including a deposit), is to be completed within 30 working days.
The signing of any formal transaction documents is expected to occur no later than August 31, 2026.
Therefore, the company's board of directors believes that if the potential transaction proceeds and is completed according to the term sheet's schedule, the lapse of the previous subscription agreement is not expected to have any material adverse effect on the group's existing business, operations, or financial condition.