Asymchem Laboratories (Tianjin) Co., Ltd. (ASYMCHEM, 06821) has signed a Capital Increase Agreement to inject a total of RMB1.24 billion into its non-wholly-owned subsidiary, Shanghai Asymchem Biotechnology Development Co., Ltd.
Key Transaction Terms • Date & Parties (30 Jul 2026): Asymchem (the “Company”), Shanghai Asymchem Biotechnology Development (the “Target”), and investors Gao Ling Qirui, Dr. Hao Hong and others. • Aggregate contribution: RMB1.24 billion for 94.60 million yuan of new registered capital at RMB13.1053 per RMB1.00. – Asymchem: RMB1.05 billion (80.12 million registered capital). – Gao Ling Qirui: RMB177.00 million (13.51 million registered capital). – Dr. Hao Hong: RMB12.70 million (0.97 million registered capital). • Post-deal shareholding: Asymchem’s stake rises to 83.50% from 83.00%; the Target remains a non-wholly-owned subsidiary. Total registered capital expands to RMB323.51 million.
Valuation Basis • Pre-money valuation set at RMB3.00 billion, implying a 6.4x 2025 price-to-sales multiple—benchmarked against WuXi Biologics (2269.HK), WuXi XDC (2268.HK) and Asymchem. • Valuation reflects liquidity discount for an unlisted entity and the Target’s growth potential in biologics, ADC and mRNA CDMO services.
Investor Protection & Governance • Put options: Granted to Gao Ling Qirui and Haihe Asymchem Fund, allowing equity repurchase at cost plus 8% simple IRR under specified triggers (e.g., non-compliance with non-compete, failure to achieve spin-off IPO milestones). • Board structure: Three directors—two nominated by Asymchem, one by Gao Ling. • Reserved matters, anti-dilution, pre-emptive rights, tag-along and liquidation preference provisions agreed. • Special rights sunset upon a successful qualified IPO; restoration applies if listing attempt fails within 18 months.
Regulatory & Connected Transaction Treatment • Dr. Hao Hong (Company chair & CEO) and AsymCore (99% owned by executive director Ms. Yang Rui) are connected persons under Hong Kong Listing Rules. • Highest applicable percentage ratio for the capital contribution and put options is <5%; thus the deal requires announcement but is exempt from HKEx circular and shareholders’ approval. • Independent shareholders’ approval is still required under Shenzhen Listing Rules; a circular will be dispatched.
Financial Snapshot of Target Company • Revenue 2025: RMB469.64 million (basis for valuation). • Net loss narrowed to RMB43.77 million in 2025 from RMB97.43 million in 2024. • Net assets at end-2025: RMB161.00 million.
Financial Impact on Asymchem • Transaction accounted for as an equity transaction; no gain or loss recognised. • Company’s ownership increases marginally by 0.50 ppt; Target remains consolidated. • Put options will be recorded as liabilities on Asymchem’s balance sheet.
Use of Proceeds Funds will support expansion of CDMO capacity for macromolecular drugs, antibody-drug conjugates and mRNA therapies, covering capex, R&D and operating expenses. Repayment of shareholder or connected-party liabilities is prohibited without investor consent.
Completion of the capital increase is subject to satisfaction of customary conditions and independent shareholder approval under Shenzhen Listing Rules. Shareholders are advised to exercise caution in securities dealings until further notice.
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