Simcere acquires mRNA tech assets in connected deal

Simcere Pharmaceutical Group Limited, through its indirectly wholly-owned subsidiary Hainan Simcere, is acquiring the entire assets of Sanroad Shanghai and the entire equity interest in Xianwei for a total cash consideration of RMB83,183,800. The assets acquisition of Sanroad Shanghai is valued at RMB17,522,600, while the equity acquisition of Xianwei is priced at RMB65,661,200. Both valuations were determined with reference to appraised market values as of December 31, 2024.

The vendor, Beijing Sanroad, is directly owned by entities ultimately controlled by Ren Jinsheng, an executive director and controlling shareholder of Simcere, making this a connected transaction. The acquisitions are being funded by Simcere's internal resources.

This strategic move aims to integrate a mature mRNA technology platform, including R&D assets, experimental instruments, and production capabilities, into the group. Xianwei, a limited liability company established in 2022, will become an indirectly wholly-owned subsidiary of Simcere upon completion, with its financial results consolidated into the group's statements. The acquisitions are subject to reporting and announcement requirements but are exempt from independent shareholders' approval under listing rules.