Core Viewpoint - Changjiang Life Science Technology (00775) saw a stock increase of over 7%, currently trading at 1.07 HKD with a transaction volume of 11.2495 million HKD, following the announcement of a significant transaction involving TransCode Therapeutics, Inc. [1] Group 1: Transaction Details - Changjiang Life Science Technology announced the sale of 100% equity in ABCJ, LLC to TransCode Therapeutics, Inc. for a total consideration of 125 million USD [1] - The payment will be made through the issuance of 83,285 common shares and 1,153 Series A preferred shares [1] - The company will also purchase 223.73 shares of Series B preferred stock from RNAZ for a total of 25 million USD [1] Group 2: Ownership and Shareholding Changes - Following the issuance of common shares, the company will hold 9.1% of common stock in RNAZ, which will increase to 90.7% after the full conversion of preferred shares [1] Group 3: Product Pipeline and Business Merger - The merger will combine the operations of Polynoma, which is wholly owned by ABCJ, LLC, with RNAZ, creating a diverse therapeutic product portfolio [1] - Polynoma's flagship therapeutic candidate, seviprotimut-L, is a cancer vaccine targeting melanoma, while RNAZ's product line includes its flagship candidate TTX-MC138 and several other candidates in preclinical stages [1]

Core Viewpoint - Changjiang Life Sciences (00775) shares rose over 7% following the announcement of a significant transaction involving the sale of ABCJ, LLC to TransCode Therapeutics, Inc. for $125 million, which will enhance its stake in RNAZ [1] Group 1: Transaction Details - Changjiang Life Sciences announced the sale of 100% equity in ABCJ, LLC to TransCode Therapeutics, Inc. for $125 million, to be paid through the issuance of 83,285 common shares and 1,153 Series A preferred shares [1] - The company will also purchase 223.73 shares of Series B preferred stock from RNAZ for a total consideration of $25 million [1] - Following the issuance of common shares, Changjiang Life Sciences will hold 9.1% of common stock in RNAZ, which will increase to 90.7% after the full conversion of preferred shares [1] Group 2: Business Implications - The transaction will result in the merger of Polynoma, a wholly-owned subsidiary of ABCJ, LLC, with RNAZ's operations [1] - Polynoma's flagship therapeutic candidate, seviprotimut-L, is a cancer vaccine targeting melanoma, while RNAZ's product line includes its flagship candidate TTX-MC138 and several other candidates in preclinical stages [1] - The combined business will possess a diverse range of therapeutic products, including Polynoma's flagship candidate entering Phase III trials [1]

Group 1 - The company Changjiang Life Sciences Technology (00775.HK) announced the sale of its melanoma vaccine business to TransCode Therapeutics for $125 million (approximately HKD 975 million) [1] - The transaction will be paid through the issuance of consideration shares by the buyer, with additional milestone payments of up to $95 million (approximately HKD 741 million) upon achieving certain milestones [1] - The seller will acquire approximately 9.1% of the buyer's ordinary shares after the issuance of payment shares, and up to approximately 90.7% after the conversion of preferred shares [1] Group 2 - The target company, Polynoma, is a Delaware limited liability company that focuses on the research, production, and commercialization of melanoma treatment drugs [2] - Polynoma's flagship candidate drug, seviprotimut-L, is a proprietary multi-valent melanoma cancer vaccine [2] - After the transaction, the seller will no longer hold any equity in the target company, which will cease to be a subsidiary of the seller [2] Group 3 - The merger between Polynoma and the buyer is expected to create synergies between their businesses, addressing significant unmet needs in oncology [3] - The buyer's product line includes TTX-MC138, currently in Phase I/II clinical trials, and other preclinical candidates, complementing Polynoma's advanced candidate [3] - The buyer, being a NASDAQ-listed entity, will enhance the market exposure of seviprotimut-L and improve fundraising and partnership opportunities for accelerated development [3]

Core Viewpoint - The transaction involves the sale of 100% equity interest in ABCJ, LLC, a subsidiary of Changjiang Life Sciences Technology, to TransCode Therapeutics, Inc. for a total consideration of $125 million, with additional milestone payments potentially reaching $95 million [1][2]. Group 1: Transaction Details - The seller, through its indirect wholly-owned subsidiary DEFJ, LLC, will sell 100% of the issued equity of the target company for $125 million, payable through the issuance of shares by the buyer [1]. - The buyer will also pay milestone payments up to $95 million upon achieving certain milestones [1]. - An investment agreement will see the seller purchase preferred shares from the buyer for approximately $25 million [1]. Group 2: Target Company Overview - The target company, ABCJ, LLC, owns 100% of Polynoma, which focuses on the research, production, and commercialization of treatments for melanoma [2]. - Polynoma's flagship candidate, seviprotimut-L, is a proprietary multi-valent melanoma cancer vaccine [2]. - Post-transaction, the target company will no longer be a subsidiary of the seller, and its financial performance will not be consolidated into the seller's accounts [2]. Group 3: Strategic Implications - The merger is expected to create synergies between Polynoma and the buyer's product line, which addresses metastatic cancer, a significant unmet need in oncology [2]. - The buyer's product portfolio includes TTX-MC138, currently in Phase I/II clinical trials, and other preclinical candidates [2]. - Being a Nasdaq-listed entity, the buyer will enhance market exposure for seviprotimut-L and improve fundraising capabilities [3].

Core Viewpoint - Changjiang Life Sciences Technology (00775) has entered into a share purchase agreement to sell 100% of the equity of its subsidiary ABCJ, LLC to TransCode Therapeutics, Inc. for a total consideration of $125 million, with additional milestone payments potentially reaching $95 million [1][2] Group 1: Transaction Details - The total consideration for the sale is $125 million (approximately HKD 975 million), which will be paid through the issuance of shares by the buyer [1] - The seller will also receive milestone payments up to $95 million (approximately HKD 741 million) upon achieving certain milestones [1] - An investment agreement has been established where the seller will purchase preferred shares from the buyer for approximately $25 million (approximately HKD 195 million) [1] Group 2: Target Company Overview - The target company, ABCJ, LLC, owns 100% of Polynoma, which is focused on the research, development, and commercialization of treatments for melanoma [2] - Polynoma's flagship candidate drug, seviprotimut-L, is a proprietary multi-valent melanoma cancer vaccine [2] - Post-transaction, the seller will no longer hold any equity in the target company, which will cease to be a subsidiary of the seller [2] Group 3: Strategic Implications - The merger between Polynoma and the buyer is expected to create synergies between their respective businesses, enhancing the product offerings in oncology [2] - The buyer's product line focuses on addressing metastatic cancer, which complements Polynoma's vaccine targeting immune evasion and metastatic progression [2] - The buyer, being a Nasdaq-listed entity, will enhance market exposure for seviprotimut-L and improve fundraising capabilities for accelerated development [3]

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確 性或完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或 因倚賴該等內容而引致的任何損失承擔任何責任。 股東權益購買協議及投資協議項下該等交易的完成與簽立及交付各自協議同時進行。 進行該等交易的理由及裨益 該等交易將導致由目標公司全資擁有的 Polynoma 與買方進行業務合併，從而為兩項業 務之間帶來協同效應。Polynoma 的旗艦治療性候選藥物 seviprotimut-L 是針對黑色素瘤 的癌症疫苗，而買方的產品系列專注於處理轉移性癌症，屬於腫瘤學中重大未獲解決 的需求。該等治療性候選藥物處理免疫逃逸與轉移進展這兩種迥然不同但有潛力可互 補的疾病過程。買方的產品系列包括其旗艦治療性候選藥物 TTX-MC138（其目前正在 第一/二期臨床試驗評估中且迄今並未出現重大安全信號）及多項處於臨床前階段的其 1 （於開曼群島註冊成立之有限公司） （股份代號：0775） 有關 (1) 股東權益購買協議 及 (2) 投資協議的 須予披露交易 於二零二五年十月八日（交易時段後）： 於發行買方普通股付款股份後，賣方 ...

截至月份: 2025年9月30日 狀態: 新提交 股份發行人及根據《上市規則》第十九B章上市的香港預託證券發行人的證券變動月報表 致：香港交易及結算所有限公司 FF301 公司名稱: 長江生命科技集團有限公司 呈交日期: 2025年10月3日 I. 法定/註冊股本變動 | 1. 股份分類 | 普通股 | 股份類別 | 不適用 | | | 於香港聯交所上市 (註1) | 是 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 證券代號 (如上市) | 00775 | 說明 | 普通股 | | | | | | | | | 法定/註冊股份數目 | | | 面值 | | 法定/註冊股本 | | | 上月底結存 | | | 15,000,000,000 | HKD | | 0.1 HKD | | 1,500,000,000 | | 增加 / 減少 (-) | | | 0 | | | HKD | | 0 | | 本月底結存 | | | 15,000,000,000 | HKD | | 0.1 HKD | | 1,500,000,000 | 本月底法定 ...

Group 1 - The company, Changjiang Life Sciences Technology, has announced a transaction involving the issuance of common and preferred shares to acquire 100% equity of Pharmagesic (Holdings) Inc, with specific rights related to cash settlement and buyback options for the preferred shares [1] - The transaction will lead to a business merger with WEX, allowing access to the buyer's extensive experience in biotech fundraising, R&D, and commercialization in the pharmaceutical sector, particularly for pain relief and related diseases [2] - The flagship candidate product, Halneuron®, is expected to advance its clinical trial data and market entry due to the integration of the buyer's expertise and resources [2] Group 2 - The buyer's listing on NASDAQ will facilitate access to the U.S. capital markets, enabling faster R&D for Halneuron® and increasing the company's stake in the buyer to approximately 90% after conversion of preferred shares [3] - Partial waivers of cash settlement and buyback rights for the preferred shares will help the buyer meet NASDAQ shareholder equity requirements while maintaining its listing status [3] - The buyback rights associated with the preferred shares allow the seller to repurchase all Halneuron assets in exchange for cash settlement amounts, ensuring that partial waivers do not affect the seller's rights to repurchase [3]

Core Viewpoint - The announcement details a transaction involving the sale of 100% equity in Pharmagesic (Holdings) Inc to Dogwood Therapeutics, Inc, which includes the issuance of common and preferred shares as part of the payment structure [1][2]. Group 1: Transaction Details - The transaction involves the issuance of buyer's common stock and preferred stock as payment for the sale of Pharmagesic (Holdings) Inc [1]. - A waiver agreement was established on September 26, 2025, allowing the buyer to forgo cash settlement and repurchase rights for certain preferred shares [1]. - The total number of waived shares is capped at 300 shares, with a valuation based on a sincere estimate of the difference between $2.5 million and the equity on the balance sheet at the end of the relevant quarter [1]. Group 2: Business Implications - The merger with WEX allows access to the buyer's extensive experience in biotech fundraising, R&D, and commercialization, particularly in pain relief medications [2]. - The flagship product Halneuron is expected to advance its clinical trial data release and market entry due to the buyer's resources and expertise [2]. - The buyer's NASDAQ listing will facilitate access to the U.S. capital markets, enabling accelerated funding for Halneuron's development [2]. Group 3: Rights and Repurchase - The preferred shares come with a repurchase right that allows the seller to buy back all Halneuron assets in exchange for cash settlement amounts [3]. - Partial waivers of cash settlement and repurchase rights will not affect the seller's right to repurchase all Halneuron assets in relevant events [3].

香港交易及結算所有限公司及香港聯合交易所有限公司對本公告的內容概不負責，對其準確性或 完整性亦不發表任何聲明，並明確表示，概不對因本公告全部或任何部分內容而產生或因倚賴該 等內容而引致的任何損失承擔任何責任。 （於開曼群島註冊成立之有限公司） （股份代號：0775） 根據上市規則第 14.36 條及 就部分棄權的關連交易作出的公告 茲提述(i)就有關售股協議及貸款協議的須予披露交易而刊發的首份公告，及(ii)就與貸款 協議相關的債務交換協議而刊發的第二份公告。 誠如首份公告所披露，(i)根據售股協議，向賣方（本公司全資附屬公司）發行買方 普通股付款股份及買方優先股付款股份乃作為向買方出售目標公司100%股權的代價，及 (ii)買方優先股付款股份為賣方提供現金結算權及回購權。 於二零二五年九月二十六日，賣方與買方訂立棄權協議，據此，雙方同意就部分買方優 先股付款股份放棄現金結算權及回購權。 由於賣方與買方訂立之棄權協議構成對售股協議條款作出之重大修訂（售股協議乃之前 根據上市規則第 14.06(2)條作出之首份公告中公佈為一項須予披露交易），因此根據上市 規則第 14.36 條刊發本公告。由於根據上市規則第 1 ...