China Biotech Services Holdings Limited has signed a supplemental agreement dated 26 June 2026 with BGI Songhe Biotechnology No. 1 Private Venture Capital Investment Fund Partnership and related parties, redirecting the planned RMB30.00 million loan conversion from Dynamic Healthcare Holdings Limited to Pengbo (Hainan) Medical Technology Co., Ltd.
The RMB30.00 million loan—already disbursed by BGI Songhe—will now be converted into equity in Pengbo (Hainan) at a pre-money valuation of RMB450.00 million. Of the investment, RMB10.63 million will be booked as registered capital and the balance credited to capital reserves. No new proceeds will be received by the Group under the revised arrangement.
Upon completion of the conversion, Pengbo (Hainan)’s registered capital will rise to RMB170.08 million, diluting the Group’s stake from 94.07% to 88.19%. A subsequent RMB0.71 million injection by Hubei Weiyou Equity Investment Partnership would further trim the Group’s holding to 87.83%. If BGI Songhe later exercises its repurchase right, the Group’s interest would be restored to 93.66%.
The restructuring eliminates the previously planned warrant issue by Dynamic Healthcare and the need for overseas direct-investment filing. The convertible loan agreement and investment agreement remain in force, superseded where inconsistent by the supplemental terms; the original warrant agreement terminates automatically.
Key conditions precedent to the loan-to-equity conversion include: • Pengbo (Hainan) having secured at least RMB100.00 million in additional funding (fulfilled through debt financing). • Completion of internal share-incentive allocations to prevent post-conversion dilution. • Finalisation of group-structure adjustments placing Pengbo (Hainan) Medical Operation and Pengbo (Hainan) Medical Equipment under direct ownership of Pengbo (Hainan).
Mr. Liu Xiaolin and the Company provide joint and several guarantees on Pengbo (Hainan)’s repayment obligations for two years; no guarantee fee is payable.
Under Hong Kong GEM Listing Rules, the BGI Songhe subscription constitutes a deemed disposal with applicable percentage ratios exceeding 5% but below 25%, classifying it as a discloseable transaction requiring announcement but not shareholder approval. The grant of BGI Songhe’s repurchase right is likewise a discloseable transaction. The connected-person guarantees are fully exempt under Rule 20.88.
Pengbo (Hainan) posted audited revenue of RMB0.13 million and a net loss of RMB28.60 million for 2025, with net assets of RMB83.75 million at year-end. All investment proceeds and accompanying debt financing have been allocated entirely to construction, development and operation of the Hainan Boao BNCT cancer treatment centre.
The Board states that transaction terms are arm’s-length, commercially reasonable and in the interests of shareholders. Caution is advised when dealing in the Company’s shares.