[SCHEDULE 13D/A] Connect Biopharma Holdings Limited American SEC Filing

Rhea-AI Filing Summary

On 4 July 2025, Bon Natural Life’s subsidiary Xi’an App-Chem Bio (Tech) Co., Ltd. signed a 36-month Sales Cooperation Agreement with Beijing Huahai Keyuan Technology Co., Ltd. granting the distributor a non-exclusive right to market the company’s natural weight-loss products in China and Southeast Asia.

• Guaranteed sales: Huahai Keyuan commits to minimum aggregate purchases of US$22 million during the contract term; App-Chem must receive full payment before shipment.
• Responsibilities: App-Chem handles R&D, manufacturing and quality control; it bears testing and return costs if product quality fails agreed standards.
• Logistics: Products shipped to sites designated by Huahai Keyuan.
• Termination & penalties: Agreement may be ended by mutual consent or after a 30-day cure period for breaches. Unjustified termination triggers liquidated damages of 15 % of total contract value; partial non-performance penalty equals 10 % of the unperformed portion.
• Disputes will be adjudicated in courts where App-Chem is located.

No financial statements were included; the filing primarily discloses the contract and a related press release (Ex. 99.1).

Positive

• Minimum US$22 million sales commitment provides clearer revenue pipeline over 36 months.
• Pre-payment requirement lowers receivables and credit exposure.
• Access to China and Southeast Asia markets expands geographic reach without exclusive constraints on BON’s own direct sales.

Negative

• Agreement is non-exclusive, so distributor may market competitors’ products.
• Termination possible with 30-day cure; sales guarantee enforcement could be challenging if disputes arise.
• App-Chem bears quality-related costs, potentially hitting margins if issues occur.

Insights

Equity Research Analyst

TL;DR: US$22 M guaranteed sales over three years improves revenue visibility and regional footprint, modestly positive for BON shareholders.

The guaranteed purchase volume averages roughly US$7.3 M annually, material relative to BON’s recent scale. Pre-payment terms reduce credit risk, while liquidated-damage clauses further protect cash flows. Although non-exclusive, the contract opens the fast-growing Southeast Asian weight-management market without added marketing cost to BON. Execution risk remains—sales guarantees are only as good as enforcement—but overall the agreement should enhance top-line stability and support margin leverage from higher plant utilization.

Supply-Chain Risk Analyst

TL;DR: Contract structure shifts quality-control and logistics burdens to BON, creating moderate operational and enforcement risks.

App-Chem retains responsibility for R&D, production and remedial costs for any quality failures, potentially pressuring gross margin if defects arise. Non-exclusive status allows Huahai Keyuan to carry competing products, diluting sales momentum. The 15 % and 10 % penalty clauses incentivize compliance but cross-border dispute resolution could complicate recovery. Overall risk profile is manageable yet warrants monitoring; I view the impact as neutral to slightly positive.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Connect Biopharma Holdings Limited

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

207523101

(CUSIP Number)

James Huang
Panacea Venture, No. 5, Lane 1350, Fuxing Middle Road
Xuhui District, Shanghai, F4, 200031
(86-21) 6176-1101

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/21/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 207523101

1

Name of reporting person

Panacea Innovation Limited

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,950,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,950,000.00

11

Aggregate amount beneficially owned by each reporting person

13,950,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 207523101

1

Name of reporting person

Panacea Venture Healthcare Fund II, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,950,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,950,000.00

11

Aggregate amount beneficially owned by each reporting person

13,950,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.1 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 207523101

1

Name of reporting person

Panacea Venture Healthcare Fund II GP Company, Ltd.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,950,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,950,000.00

11

Aggregate amount beneficially owned by each reporting person

13,950,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.1 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

CUSIP No. 207523101

1

Name of reporting person

James Huang

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CHINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 13,950,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,950,000.00

11

Aggregate amount beneficially owned by each reporting person

13,950,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

25.1 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares
(b)	Name of Issuer: Connect Biopharma Holdings Limited
(c)	Address of Issuer's Principal Executive Offices: 3580 Carmel Mountain Road, Suite 200, San Diego, CALIFORNIA , 92130.
Item 1 Comment: This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the Statement on Schedule 13D filed with the United States Securities and Exchange Commission on February 13, 2024 (as amended to date, the "Schedule 13D"), relating to the Ordinary Shares, par value $0.000174 per share (the "Ordinary Shares") of Connect Biopharma Holdings Limited (the "Issuer"). There is no CUSIP number assigned to the Ordinary Shares of the Issuer. CUSIP number 207523101 has been assigned to the American Depositary Shares of the Issuer ("ADSs"). Each ADS represents one Ordinary Share. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows: Since July 1, 2024, Panacea Venture Healthcare Fund II, L.P. has purchased 540,000 American Depositary Shares (each representing one Ordinary Share) in a series of open market transactions at a weighted average price of $1.3621 per American Depositary Share. Panacea Venture Healthcare Fund II, L.P. obtained the funds used to purchase the Ordinary Shares through capital contributions from its partners.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The information contained on the cover pages to this Schedule 13D is incorporated by reference into this Item 5. The ownership information presented herein represents beneficial ownership of Ordinary Shares as of the date of this filing, based upon 55,561,056 Ordinary Shares outstanding as of April 30, 2025, as disclosed in the Issuer's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 15, 2025. Panacea Venture Healthcare Fund II, L.P. is the record holder of the Ordinary Shares reported herein. James Huang is the sole owner of Panacea Innovation Limited, which is the sole owner of Panacea Venture Healthcare Fund II GP Company, Ltd., which is the general partner of Panacea Venture Healthcare Fund II, L.P. As a result, each of the Reporting Persons may be deemed to share beneficial ownership of the Ordinary Shares directly reported herein, but each disclaims such beneficial ownership.
(b)	The information contained on the cover pages to this Schedule 13D is incorporated by reference into this Item 5.
(c)	During the past 60 days, Panacea Venture Healthcare Fund II, L.P. purchased 170,000 American Depositary Shares (each representing one Ordinary Share) in open market transactions on the Nasdaq Global Market. Details by date, listing the number of American Depositary Shares acquired and the weighted average price per share for transactions that were effected during the past sixty days are provided below. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, full information regarding the number of shares purchased at each separate price for this transaction. July 11, 2025 25,000 American Depositary Shares acquired $1.3615 Weighted Average Price per Share July 14, 2025 20,000 American Depositary Shares acquired $1.4069 Weighted Average Price per Share July 17, 2025 125,000 American Depositary Shares acquired $1.7201 Weighted Average Price per Share
(d)	None
(e)	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Panacea Innovation Limited

Signature:	/s/ James Huang
Name/Title:	James Huang, Founding Managing Partner
Date:	07/21/2025

Panacea Venture Healthcare Fund II, L.P.

Signature:	By: Panacea Venture Healthcare Fund II GP Company, Ltd., its general partner, By: Panacea Innovation Limited, its sole owner, /s/ James Huang
Name/Title:	James Huang, Founding Managing Partner
Date:	07/21/2025

Panacea Venture Healthcare Fund II GP Company, Ltd.

Signature:	By: Panacea Innovation Limited, its sole owner, /s/ James Huang
Name/Title:	James Huang, Founding Managing Partner
Date:	07/21/2025

James Huang

Signature:	/s/ James Huang
Name/Title:	James Huang
Date:	07/21/2025

FAQ

What is the value of Bon Natural Life's new contract?

Huahai Keyuan must purchase at least US$22 million of natural weight-loss products over 36 months.

How long does the Sales Cooperation Agreement last?

The agreement runs for three years from 4 July 2025.

Which markets are covered under the deal for BON?

The distributor may sell BON’s products across China and Southeast Asia.

Does Bon Natural Life receive payment upfront?

Yes. App-Chem must receive full payment before dispatch of any products.

What penalties apply if the agreement is breached?

Unjustified termination incurs 15 % of total contract; partial non-performance triggers a 10 % penalty on the unperformed portion.