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 ...

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 截至月份: 2025年8月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 長江生命科技集團有限公司 呈交日期: 2025年9月2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 | FF301 II. 已發 ...

Financial Performance - For the six months ended June 30, 2025, the company recorded an unaudited loss attributable to shareholders of approximately HKD 150.8 million, compared to a profit of HKD 1 million in the same period last year, representing a negative variance of HKD 151.8 million[13]. - The group reported a revenue of HKD 2,605.8 million for the six months ended June 30, 2025, a decrease of 1.1% compared to HKD 2,635.9 million in the same period of 2024[46]. - The group incurred a loss of HKD 150.8 million for the six months ended June 30, 2025, compared to a profit of HKD 1.0 million in the same period of 2024[46]. - Total revenue for the six months ended June 30, 2025, was HKD 2,605.8 million, a slight decrease of 1.0% from HKD 2,635.9 million in 2024[57]. - Operating cash flow for the six months ended June 30, 2025, was a net outflow of HKD 6.1 million, a significant decrease from a net inflow of HKD 145.4 million in 2024[54]. - The company reported an increase in cash and cash equivalents to HKD 791.1 million as of June 30, 2025, compared to HKD 549.2 million at the end of the same period in 2024[54]. - The group’s financial expenses for the six months ended June 30, 2025, were HKD 143.3 million, a decrease from HKD 169.5 million in the same period of 2024[46]. - The company incurred a tax expense of HKD 15.98 million for the six months ended June 30, 2025, compared to HKD 3.99 million in 2024[60]. - The basic loss per share for the six months ended June 30, 2025, was HKD 0.0157, compared to earnings per share of HKD 0.0001 in 2024[62]. Research and Development - The increase in research and development investment was significant, rising from HKD 72.9 million in 2024 to HKD 235.3 million in 2025, an increase of HKD 162.4 million[13]. - Research and development expenditures amounted to approximately HKD 235.3 million during the reporting period[42]. - The company is in the late-stage development of the cancer vaccine seviprotimut-L, which is currently being tested as an adjuvant therapy for melanoma patients post-surgery[17]. - The company is expanding its innovative therapeutic cancer vaccine combinations targeting various tumor-associated antigens, with promising laboratory results presented at the AACR annual meeting[18]. - The company is utilizing AI to drive the exploration and development of new cancer vaccines, showcasing progress at the AACR annual meeting[19]. - The company plans to continue investing in biotech research and development, acknowledging the high-risk, high-reward nature of the industry[24]. - The company is focused on early cancer detection through liquid biopsy tests, utilizing AI technology for precise predictions[21]. Dividends and Shareholder Returns - The company announced no interim dividend for the 2025 fiscal year, consistent with the previous year[15]. - The company did not declare an interim dividend for the six months ended June 30, 2025, consistent with the previous year[63]. Business Segments Performance - The healthcare products business reported a profit increase of 3% to HKD 160.5 million, compared to HKD 156.4 million last year[22]. - Vitaquest successfully launched new products in the first half of 2025, despite challenging market conditions, and managed to attract new customers[22]. - The agricultural business reported a profit of HKD 130.1 million, slightly down from HKD 134 million last year, primarily due to rising costs and price pressures[23]. - The Australian salt business experienced good growth in both sales and profits, attributed to effective operational strategies and price management[23]. - The vineyard business provided stable profits and cash flow during the review period, benefiting from long-term leases with reputable winemakers[23]. - The agricultural-related business generated revenue of HKD 891.6 million, up 2.9% from HKD 869.6 million in 2024, while the health products business saw a decline to HKD 1,636.7 million from HKD 1,680.8 million[57]. Corporate Governance - The company has adhered to the corporate governance code as per the Hong Kong Stock Exchange's listing rules, ensuring compliance with all applicable provisions[82]. - The board of directors is responsible for establishing and monitoring corporate culture, setting long-term strategic goals, and ensuring effective communication with shareholders[83]. - The company has implemented various governance policies, including anti-fraud, anti-bribery, and whistleblowing policies, to maintain accountability and ethical standards[82]. - The board consists of 11 members, including 6 executive directors and 4 independent non-executive directors, ensuring over one-third of the board is independent[84]. - The chairman and CEO roles are held by different individuals, with the chairman responsible for overall strategic direction and oversight[84]. - The company has established a code of conduct for directors' securities trading, ensuring compliance with the listing rules[86]. - The internal audit department reviews the effectiveness of the group's risk management and internal control systems, providing constructive recommendations[87]. - The audit committee, composed entirely of independent non-executive directors, oversees the financial reporting system and risk management[88]. - The remuneration committee advises on the compensation policies for all directors and senior management[90]. - The nomination committee reviews the board's structure and composition at least annually, ensuring diversity and effectiveness[91]. - The sustainability committee monitors the management of the group's sustainability measures and provides recommendations to the board[92]. - The company maintains effective communication with shareholders and stakeholders, promoting good corporate governance practices[85]. Economic and Market Conditions - The overall economic outlook remains unstable due to geopolitical uncertainties, but the company is confident in strengthening its operational foundation[24]. - The global economic growth continues to slow, potentially leading to market contractions and increased volatility[98]. - The labor market is experiencing significant structural changes, with high employee turnover posing challenges for recruitment and training[99]. - Supply chain disruptions due to geopolitical tensions have led to rising costs and unpredictable delivery times[100]. - The company faces intense competition and rapid technological changes in its operating markets, which may adversely affect its business performance[101]. - Industry trends, including market conditions and interest rate cycles, may pose significant risks to the company's financial performance[105]. - The group faces potential financial impacts due to high interest rates, which may increase financial costs and affect overall business performance[106]. - The group's liquidity is dependent on the successful renewal or refinancing of bank loans and other funding sources[107]. - Currency fluctuations could adversely impact the group's financial condition and potential income, as subsidiaries may operate in different currencies[109]. - Economic sanctions affecting business partners, suppliers, or customers may disrupt operations and lead to financial losses[113]. - Compliance with local, national, and international regulations may impose additional operational costs and risks to the group's business performance[114]. Risks and Challenges - Research and development efforts require substantial resources and time, with no guarantee of positive outcomes from trials[102]. - The ability to attract and retain qualified research personnel is critical for the company's success in product commercialization[103]. - The company's success partly depends on obtaining and enforcing patent rights, with uncertainties regarding the scope and validity of such patents[104]. - Asset impairment risks may affect the group's performance, as any decline in recoverable value below book value must be recognized in the profit and loss statement[108]. - Cybersecurity risks are increasing due to the rapid expansion of technology, which may significantly impact the group's operations and reputation[111]. - The group operates through non-wholly owned subsidiaries and joint ventures, and any changes in partnerships could affect business strategies and performance[112]. - Climate change poses risks to the group's assets and operations, affecting demand, supply, quality, and pricing of products, particularly in agriculture[122]. - The group acknowledges the potential for future public health emergencies, which could negatively impact business operations and financial performance[125]. - Historical performance does not guarantee future results, and actual performance may differ significantly from forward-looking statements due to various risks and uncertainties[126].

Core Insights - Changjiang Life Science Technology (00775) reported a revenue of HKD 2.606 billion for the first half of 2025, representing a year-on-year decrease of 1.14% [1] - The company recorded a loss attributable to shareholders of HKD 150 million, compared to a profit of HKD 1.001 million in the same period last year [1] - The loss per share was HKD 0.0157 [1] Financial Performance - Revenue for the first half of 2025 was HKD 2.606 billion, down from the previous year [1] - The company shifted from profit to loss, primarily due to an increase in research and development investment [1] - R&D expenses rose significantly from HKD 72.9 million in 2024 to HKD 235.3 million in 2025, an increase of HKD 162.4 million [1]

Core Viewpoint - Changjiang Life Science Technology (00775) reported a revenue of HKD 2.606 billion for the first half of 2025, representing a year-on-year decrease of 1.14% [1] - The company recorded a loss attributable to shareholders of HKD 150 million, compared to a profit of HKD 1.001 million in the same period last year, resulting in a loss per share of HKD 0.0157 [1] Financial Performance - Revenue for the first half of 2025 was HKD 2.606 billion, down 1.14% from the previous year [1] - The company experienced a shift from profit to loss, with a loss of HKD 150 million compared to a profit of HKD 1.001 million in the same period last year [1] - Loss per share was reported at HKD 0.0157 [1] Research and Development Investment - The company increased its R&D investment from HKD 72.9 million in 2024 to HKD 235.3 million in 2025, an increase of HKD 162.4 million [1] - This increase in R&D spending is aimed at accelerating the company's research projects [1]

Financial Performance - For the six months ended June 30, 2025, the company recorded an unaudited loss attributable to shareholders of approximately HKD 150.8 million, compared to a profit of HKD 1 million in the same period last year, representing a negative variance of HKD 151.8 million [3]. - Total revenue for the six months ended June 30, 2025, was HKD 2,605.8 million, a decrease of 1.0% compared to HKD 2,635.9 million in the same period of 2024 [24]. - The group reported a net loss of HKD 150.8 million for the six months ended June 30, 2025, compared to a profit of HKD 1.0 million in the same period of 2024 [24]. - The total comprehensive income for the period was HKD 141.6 million, compared to a comprehensive loss of HKD 175.2 million in 2024 [25]. - The agricultural-related business profit was HKD 130.1 million, slightly down from HKD 134 million last year due to rising costs and price pressures [13]. Research and Development - The company increased its R&D investment from HKD 72.9 million in the first half of 2024 to HKD 235.3 million in the first half of 2025, an increase of HKD 162.4 million [3]. - The group invested approximately HKD 235.3 million in research and development activities during the period [20]. - The company is actively developing innovative therapeutic cancer vaccines, with a focus on melanoma and various cancer types, utilizing AI in the research process [7][9]. - The company is strategically investing in liquid biopsy tests for early cancer detection, leveraging AI technology for precise predictions [11]. Assets and Liabilities - As of June 30, 2025, the total assets of the group were approximately HKD 11,286.6 million, with total liabilities of HKD 7,633.4 million [16]. - The net asset value per share of the group is HKD 0.38 [17]. - The net debt to total equity ratio is approximately 58.18% [16]. - Non-current assets increased to HKD 8,138.5 million as of June 30, 2025, from HKD 7,823.7 million at the end of 2024 [26]. - The total equity attributable to shareholders increased to HKD 3,653.1 million from HKD 3,511.5 million at the end of 2024 [27]. Cash Flow and Financing - For the six months ended June 30, 2025, the company reported a net cash outflow from operating activities of HKD 6,059,000, compared to a net inflow of HKD 145,403,000 for the same period in 2024 [29]. - The company experienced a total cash inflow from financing activities of HKD 207,086,000 for the six months ended June 30, 2025, compared to an outflow of HKD 155,447,000 in 2024 [29]. - Cash and cash equivalents increased to HKD 791,108,000 as of June 30, 2025, from HKD 549,200,000 at the end of the same period in 2024, reflecting a significant increase of 43.9% [29]. Employee Costs - Employee costs amounted to HKD 331.6 million, reflecting a 4.3% increase from HKD 318.1 million in the previous year [24]. - Employee costs for the six months ended June 30, 2025, amounted to HKD 592.2 million, a decrease of 2.9% from HKD 608.0 million in 2024 [34]. Dividends - The company announced no interim dividend for the fiscal year 2025, consistent with the previous year [5]. - The company did not recommend an interim dividend for the six months ended June 30, 2025, consistent with the previous year [38]. Governance and Compliance - The company has adhered to the corporate governance code as per the Hong Kong Stock Exchange's listing rules, ensuring compliance with all code provisions [51]. - The Audit Committee, consisting of three independent non-executive directors, has reviewed the interim results for the six months ending June 30, 2025 [53]. - The Remuneration Committee is primarily composed of independent non-executive directors, ensuring a high level of governance in compensation matters [54]. - The Nomination Committee is also mainly made up of independent non-executive directors, promoting transparency in board member nominations [55]. - The Sustainability Committee includes an executive director and an independent non-executive director, focusing on sustainable business practices [56].

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 截至月份: 2025年7月31日 狀態: 新提交 致：香港交易及結算所有限公司 公司名稱: 長江生命科技集團有限公司 呈交日期: 2025年8月4日 I. 法定/註冊股本變動 FF301 II. 已發行股份及/或庫存股份變動 | 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 | | | | | | | | 已發行股份（不包括庫存股份）數目 | | 庫存股份數目 | | 已發行股份總數 | | | 上月底結存 | | | 9,611,072,400 | | 0 | | 9,611,072,400 | | 增加 / 減少 (-) | | | 0 | | 0 | | | | 本月底結存 | | | 9,611,072,400 | | 0 | | 9,611,072,400 | 第 2 頁 共 10 頁 v 1.1.1 ...

Core Viewpoint - Changjiang Life Science Technology (00775) issued a profit warning, expecting a shareholder loss of approximately HKD 150 million for the six months ending June 30, 2025, compared to a profit of HKD 1 million in the same period of 2024, primarily due to increased R&D investments [1]. Group 1 - The company's stock dropped over 5% following the profit warning, trading at HKD 0.95 with a transaction volume of HKD 5.7489 million at the time of reporting [1]. - The expected loss marks a significant shift from the previous year's profit, indicating a strategic decision to enhance research and development efforts [1]. - Overall, the company's operations have remained stable during the reporting period and up to the date of the announcement [1].