ZHONG JI LS (00767.HK): fourth supplemental agreement on 25% Asia Integrated Cell Bank deal moves debt repayment to nine months after completion

NewTimeSpace News: ZHONG JI LS (00767.HK) announced that, in respect of its major and connected transaction involving the acquisition of 25% of the issued share capital of Asia Integrated Cell Bank Limited (involving the issue of convertible notes under a specific mandate), the parties to the sale and purchase agreement as amended by the supplemental agreement, the second supplemental agreement and the third supplemental agreement entered into a fourth supplemental agreement on 27 October 2026, thereby amending the terms of the deed of undertaking to be entered into under the amended sale and purchase agreement.

According to the announcement, there are three amendments. First, the vendor and the guarantor will repay the outstanding debt of Zhong Ji No.1, calculated by reference to the percentage of the sale shares, to the target company only within nine months after completion, replacing the original arrangement of "on or before 30 June 2026 or within six months after completion, whichever is later". Second, the guarantor's option to settle such debt by transferring the consideration target intellectual property (free from encumbrances) to the target company has been cancelled. Third, if the timing of any repayment of the outstanding debt of Zhong Ji No.1 is inconsistent with any undertaking given by the guarantor before signing the deed of undertaking, the repayment timing stipulated in the amended deed of undertaking shall prevail for the repayment of that debt.

The Company had previously published four announcements in respect of the transaction on 1 December 2025, 2 April 2026, 21 August 2026 and 14 September 2026. This announcement does not set out core terms such as the consideration, the principal amount of the convertible notes or the initial conversion price, which are governed by the earlier announcements.