SIRNAOMICS-B (02257.HK): Deemed disposal of equity interest in subsidiary following RMB 30 million investment, repurchase right granted to investor

NewTimeSpace News: On 26 August 2026 (after trading hours), Sirnaomics Ltd. (stock code: 02257) announced that the seller, RNAimmune, Inc., has entered into an investment agreement with the investor, Guangzhou Guangjian Pharmaceutical Innovation Equity Investment Fund Partnership (Limited Partnership), pursuant to which the investor will make a cash capital injection of RMB 30 million in aggregate into the target company, Damien Vaccine (Guangzhou) Co., Ltd., with RMB 3 million to be injected into the registered capital of the target company, and the investment price determined based on a pre-investment valuation of the target company of RMB 500 million. Upon completion, the seller's equity interest in the target company will be diluted from 100.00% to 94.34%, with the investor holding 5.66%, and as the Group's percentage interest in the target company has decreased, the transaction constitutes a deemed disposal under Rule 14.29 of the Listing Rules.

The announcement stated that the shareholders' agreement entered into on the same day grants the investor a repurchase right: at any time on or after the occurrence of any trigger event (including the failure to complete a qualified initial public offering on or before 31 December 2032, or the failure to complete a qualified asset restructuring on or before 31 December 2028), the investor is entitled to require the target company and/or the seller to repurchase its equity interest at the redemption price, which is 100% of the actual investment amount (up to RMB 30 million) plus simple interest at 8% per annum. The shareholders' agreement also contains a valuation adjustment mechanism, under which, if the target company fails to introduce a new third-party investor by 31 December 2026 and to execute business development transactions with a total value exceeding USD 10 million by 31 December 2028, the post-investment valuation will be retrospectively adjusted downward from RMB 500 million to RMB 400 million.

Under the Listing Rules, as certain applicable percentage ratios in respect of the deemed disposal exceed 5% but are below 25%, the deemed disposal constitutes a discloseable transaction of the Company, exempt from the shareholders' approval requirement; as the exercise of the repurchase right is not at the discretion of the repurchase obligor, pursuant to Rule 14.74(1) of the Listing Rules, the granting of the repurchase right is classified as if the repurchase right had been exercised, also constituting a discloseable transaction. Upon completion of the deemed disposal, the Group will indirectly hold 56.80% of the target company through the seller (previously 60.21%), and the target company will remain a subsidiary of the Company; under IFRS, the transaction constitutes an equity transaction with no gain or loss recognized by the Group, and the target company's financial results will continue to be consolidated. The net proceeds of the deemed disposal are intended to be used for the R&D of the target company's mRNA drug and vaccine pipeline, its preclinical and clinical development activities, and its general working capital.

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