TRANSCENTA-B (06628.HK): Proposes disposal of CDMO assets for RMB 190 million to a WuXi Biologics subsidiary, focusing on innovative drug R&D as core business

NewTimeSpace News: Transcenta Holding Limited (stock code: 06628) published a major transaction announcement, announcing that after trading hours on 6 August 2026, the vendor, Hangzhou Yian Jishi Biopharmaceutical Co., Ltd. (a wholly-owned subsidiary of the Company), entered into an asset purchase agreement with the purchaser, Hangzhou Mingde Biomedical Technology Co., Ltd., pursuant to which the vendor conditionally agreed to sell and the purchaser conditionally agreed to purchase the CDMO assets for a total consideration of RMB 190.0 million (subject to adjustment).

The CDMO assets comprise the land use rights and building ownership of the target real property located at Hedayuyao Centre, Qiantang New Area, Hangzhou, the target equipment and the related assets and rights, excluding any intellectual property held by the vendor. The consideration will be paid in four instalments, comprising an initial 50% of RMB 95 million, a second instalment of 15% of RMB 28.5 million, a third instalment of 20% of RMB 38 million and a final payment of 15% of RMB 28.5 million, with adjustment mechanisms relating to the scope and integrity of the target equipment. The purchaser is a wholly-owned subsidiary of WuXi Biologics (WuXi Biologics (Cayman) Inc., stock code: 2269), and the Company and Shanghai WuXi Biologics Co., Ltd. will each provide guarantee letters as guarantors for the vendor and the purchaser respectively.

According to an independent valuation, the CDMO assets were valued at approximately RMB 198,818,869.42 as of 31 May 2026. For the years ended 31 December 2024 and 2025, revenue attributable to the CDMO assets was RMB 9,024 thousand and RMB 6,376 thousand respectively, with net losses after tax of RMB 75,390 thousand and RMB 58,255 thousand respectively; as of 30 June 2026, the unaudited carrying value of the CDMO assets was approximately RMB 457 million, and the Company estimates it will recognise a loss of approximately RMB 280 million from the transaction. The Company stated that the transaction will bring substantial short-term cash inflows and is expected to significantly improve the going concern assumption for its 2026 financial year, enabling the Group to focus on the discovery, development and commercialisation of its product pipeline, while retaining all intellectual property relating to its candidate drug pipeline and core biomanufacturing platforms (including the HiCB platform and ExcelPro CHO cell culture medium).

As one or more applicable percentage ratios exceed 25% but are below 75%, the transaction constitutes a major transaction of the Company and is subject to the reporting, announcement, circular and shareholders' approval requirements under Chapter 14 of the Listing Rules. The Company will despatch a circular on or before 25 August 2026 and convene an EGM to consider the transaction, which is conditional upon the satisfaction (or waiver) of certain conditions and may or may not proceed.

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