Hong Kong–listed Sino Biopharmaceutical Limited (Sino Biopharm) has completed the acquisition of a 100 % equity stake in siRNA drug developer Hygieia, effective 30 March 2026, after all conditions precedent under the Sale and Purchase Agreement were satisfied. Hygieia is now an indirect wholly owned subsidiary and will be fully consolidated into the group’s financial statements.
Transaction Consideration and Structure • Total consideration is RMB 1.20 billion, settled partly in newly issued shares under the company’s general mandate. • Founding shareholders will receive 50 % of their base consideration in two equal instalments on 29 April 2028 and 29 April 2029, payable in consideration shares or cash of equivalent value. • Deferred payments are contingent on the continued service of founders and key employees; departure before the scheduled dates voids the related payment. • Consideration shares were calculated using an HKD/RMB exchange rate of 1:0.89959, the People’s Bank of China central parity rate on 12 January 2026.
Leakage and Vendor Allocation • Any pre-completion “Leakage” not compensated by a vendor will be deducted from its second-instalment proceeds. • If multiple vendors are involved, deductions will be proportionate to their respective Hygieia shareholdings.
Valuation Benchmark • Hygieia reported audited 2024 R&D expenses of RMB 64.00 million. • The RMB 1.20 billion purchase price implies a P/R (price-to-research expense) multiple of 18.75 times. • Sino Biopharm benchmarked the deal against 11 global listed siRNA peers, which showed P/R ratios ranging from 2.70 to 56.20 times and an average of 22.30 times. The company adopted the lower end of this range to reflect Hygieia’s private status, scale and liquidity profile.
Strategic Rationale Management cited the need for founder continuity to safeguard Hygieia’s long-term development and aligned interests through equity-linked payments. The acquisition expands Sino Biopharm’s pipeline in the emerging siRNA therapeutics segment, complementing its existing R&D portfolio.
Board Composition The board comprises six executive directors—Tse Theresa Y Y (Chairwoman), Tse Ping, Cheng Cheung Ling, Tse Eric S Y, Tse Hsin and Tian Zhoushan—and five independent non-executive directors.
Date of announcement: 30 March 2026.
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