LEPU ScienTech Medical Technology (Shanghai) Co., Ltd. announced a major and connected transaction to acquire 54.2384% of Shanghai Minwei Biotechnology Co., Ltd. from its controlling shareholder Lepu Medical Technology (Beijing) Co., Ltd. for RMB1.09 billion in cash.
Key terms • Consideration: RMB1.09 billion, to be settled in two tranches—RMB653.03 million (60%) upon satisfaction of closing conditions and RMB435.36 million (40%) within 18 months after completion of industrial-commercial registration. • Valuation reference: Independent valuer Jones Lang LaSalle assessed the 54.24% stake at RMB1.11 billion. • Funding source: Internal resources, involving a proposed reallocation of HK$160.80 million in unused IPO proceeds toward strategic investments and acquisitions.
Regulatory implications • Percentage ratios exceed 25% but are below 100%, classifying the deal as a “major transaction” under Chapter 14 of the Hong Kong Listing Rules. • Because the vendor is the company’s 77.54% controlling shareholder, the deal is also a connected transaction under Chapter 14A and requires independent shareholders’ approval at an extraordinary general meeting (EGM).
Target profile Shanghai Minwei Biotechnology focuses on cardiovascular, endocrine and metabolic diseases with multiple proprietary platforms (LAGMA, RAF™ and Dual-siRNA). Its pipeline includes GLP-1/GIP/GCG multi-agonists, siRNA therapies and monoclonal antibodies. Key assets: • MWN109 (obesity/Type-2 diabetes) – injection in Phase III; tablet completed Phase II dosing. • MWN105 (MASH) – Phase II injection. • MWX203 (dyslipidemia) – Phase II siRNA. • MWX401 (essential hypertension) – Phase I siRNA. In October 2025 the target out-licensed MWN105 (triple agonist) to Denmark-based Sidera Bio ApS, securing up to US$1.01 billion in milestone payments plus tiered royalties and a 9.99% equity stake in Sidera.
Financial snapshot of the target (Audited, RMB) • FY 2025 revenue: 226.90 million; net profit: 28.98 million. • FY 2024 revenue: 0.05 million; net loss: 107.62 million. • Total assets (31 Dec 2025): 491.97 million; net assets: 427.18 million.
Strategic rationale 1. Establishes a “devices + drugs” dual-growth model, extending LEPU ScienTech’s cardiovascular franchise into high-growth metabolic therapeutics. 2. Adds differentiated GLP-1 and siRNA pipelines targeting obesity, diabetes, dyslipidemia and hypertension. 3. Provides potential new revenue streams through future product launches and out-licensing income. 4. Leverages LEPU ScienTech’s clinical network and commercialization capabilities to accelerate R&D and market entry.
Post-transaction structure Upon completion, LEPU ScienTech will hold 54.24% of Shanghai Minwei, which will become its non-wholly-owned subsidiary and be fully consolidated.
Next steps • Independent Board Committee and Somerley Capital Limited have been appointed to advise independent shareholders. • A circular containing full details and the EGM notice will be dispatched on or before 14 September 2026. Completion remains subject to satisfaction (or waiver) of conditions precedent and approval by independent shareholders. Investors are advised to exercise caution when dealing in the company’s shares.