瑞博生物(6938.HK)拟以8.26%新股换购瑞典子公司Ribocure剩余49.71%股权，代价约8.01亿港元并构成关连交易

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility
for the contents of this announcement, make no representation as to its accuracy or completeness and expressly
disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the
contents of this announcement.
This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase
or subscribe for any securities.

Suzhou Ribo Life Science Co., Ltd.
蘇州瑞博生物技術股份有限公司
(a joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 6938)

DISCLOSEABLE AND CONNECTED TRANSACTION
ACQUISITION OF THE REMAINING 49.71% SHAREHOLDING
IN A SUBSIDIARY INVOLVING THE ISSUE OF
CONSIDERATION SHARES UNDER SPECIFIC MANDATE; AND
PROPOSED CHANGE OF REGISTERED CAPITAL AND
AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Independent Financial Adviser to the Independent Board Committee and
the Independent Shareholders

AGREEMENT REGARDING EXCHANGE OF SHARES
The Board is pleased to announce that on October 16, 2026, the Company entered into the
Agreement Regarding Exchange of Shares with the Minority Shareholders, pursuant to which,
the Company has conditionally agreed to acquire, and the Minority Shareholders have severally
and conditionally agreed to sell, the Target Shares, representing in aggregate 49.71% of the
total issued shares of the Target Company, resulting in the Company holding 100% interest in
the Target Company, subject to and on the terms and conditions of the Agreement Regarding
Exchange of Shares.
As of the date of this announcement, the Company held approximately 50.29% of the total issued
shares of the Target Company. Upon Closing, the Target Company will become a wholly-owned
subsidiary of the Company.

1

The Transaction shall be executed through a share swap between the Company and the Minority
Shareholders. Each Minority Shareholder shall receive fifteen (15) Consideration Shares for each
Target Share transferred by such Minority Shareholder to the Company in connection with the
Transaction. The 14,087,085 Consideration Shares represent in aggregate approximately 8.26%
of the total issued Shares as at the date of this announcement and in aggregate approximately
7.63% of the total issued Shares as enlarged by the Consideration Shares (assuming there will
be no other change in the total number of issued Shares during the period from the date of this
announcement to the allotment and issue of the Consideration Shares).
SPECIFIC MANDATE
The Directors will seek a specific mandate from the Independent Shareholders for the allotment
and issue of the Consideration Shares to the Minority Shareholders at the EGM. An application
will be made by the Company to the Stock Exchange for the listing of, and permission to deal in,
the Consideration Shares.
LISTING RULES IMPLICATIONS
Discloseable Transaction
As one or more of the applicable percentage ratios in respect of the Transaction exceeds 5%
but all of them are less than 25%, the Transaction constitutes a discloseable transaction of the
Company and is therefore subject to the reporting and announcement requirements under Chapter
14 of the Listing Rules.
Connected Transaction
As at the date of this announcement, Erik Selin Fastigheter AB held 32.65% of the total issued
shares of the Target Company and is accordingly a substantial shareholder of the Target
Company, a non-wholly owned subsidiary of the Company, and thus constitutes a connected
person of the Company under Rule 14A.07(1) of the Listing Rules. Adstella and LMG were
owned as to 37.52% and 100%, respectively, by Dr. Gan, our executive Director, and each
of Adstella and LMG is accordingly an associate of Dr. Gan and thus constitutes a connected
person of the Company under Chapter 14A of the Listing Rules.
Accordingly, each acquisition of the Target Shares by the Company from Erik Selin Fastigheter
AB, Adstella and LMG, and the corresponding allotment and issue of Consideration Shares
to each of them as consideration, constitutes a connected transaction of the Company under
Rule 14A.25 of the Listing Rules. As the Consideration Shares are to be allotted and issued to
connected persons of the Company and none of the exemptions for issues of new securities under
Rule 14A.92 of the Listing Rules is applicable, each such transaction is subject to the reporting,
announcement, circular (including independent financial advice) and Independent Shareholders’
approval requirements under Chapter 14A of the Listing Rules. Erik Selin Fastigheter AB, Dr.
Gan and their respective associates shall abstain from voting on the proposed resolution(s)
to approve the Agreement Regarding Exchange of Shares and the transactions contemplated
thereunder at the EGM to be held by the Company.

2

GENERAL
The Agreement Regarding Exchange of Shares and the transactions contemplated thereunder
(including the Transaction and the issue of Consideration Shares under the Specific Mandate)
will be considered and, if thought fit, approved, at the EGM.
The Independent Board Committee, comprising all of the independent non-executive Directors,
namely Dr. YU Xuefeng, Mr. MA Chaosong and Mr. WANG Ruiping, has been established
to advise the Independent Shareholders in relation to the Agreement Regarding Exchange of
Shares and the transactions contemplated thereunder (including the Transaction and the issue of
Consideration Shares under the Specific Mandate).
Gram Capital has been appointed to advise the Independent Board Committee and Independent
Shareholders in respect of the Agreement Regarding Exchange of Shares and the transactions
contemplated thereunder (including the Transaction and the issue of Consideration Shares under
the Specific Mandate).
A circular containing, among other things, (i) further details of the Agreement Regarding
Exchange of Shares and the transactions contemplated thereunder (including the Transaction
and the issue of Consideration Shares under the Specific Mandate); (ii) the recommendations
of the Independent Board Committee in relation to the Agreement Regarding Exchange of
Shares and the transactions contemplated thereunder (including the Transaction and the issue of
Consideration Shares under the Specific Mandate); (iii) a letter of advice from the Independent
Financial Adviser in relation to the Agreement Regarding Exchange of Shares and the
transactions contemplated thereunder (including the Transaction and the issue of Consideration
Shares under the Specific Mandate); (iv) the details of the Proposed Amendments; (v) the notice
convening the EGM; and (vi) other information in relation to the EGM and as otherwise required
under the Listing Rules, will be published and/or dispatched by the Company to the Shareholders
in accordance with the requirements of the Listing Rules. As the Company requires additional
time to prepare and finalize certain information for inclusion in the circular, it will publish and
dispatch the circular to the Shareholders on or before December 4, 2026.
The Closing is conditional upon the fulfilment or (if applicable) waiver of the conditions
set out under the paragraph headed “Conditions Precedent” in this announcement, which
may or may not be fulfilled. Accordingly, the Transaction may or may not proceed.
Shareholders and potential investors of the Company should exercise caution when dealing
in the H Shares and other securities of the Company.
INTRODUCTION
The Board is pleased to announce that on October 16, 2026, the Company entered into the
Agreement Regarding Exchange of Shares with the Minority Shareholders, pursuant to which, the
Company has conditionally agreed to acquire, and the Minority Shareholders have severally and
conditionally agreed to sell, the Target Shares, representing in aggregate 49.71% of the total issued
shares of the Target Company, resulting in the Company holding 100% interest in the Target
Company, subject to and on the terms and conditions of the Agreement Regarding Exchange of
Shares.

3

Principal terms of the Agreement Regarding Exchange of Shares are set out as follows:
AGREEMENT REGARDING EXCHANGE OF SHARES
Date
October 16, 2026
Parties
(i)

the Company; and

(ii)

the Minority Shareholders, comprising Erik Selin Fastigheter AB, NSC, Adstella and LMG.

To the best of the Directors’ knowledge, information and belief and having made all reasonable
enquiries, NSC and its ultimate beneficial owners are Independent Third Parties. Erik Selin
Fastigheter AB holds 32.65% in the Target Company, being its substantial shareholder, and thus
constitutes a connected person of the Company. Adstella and LMG were owned as to 37.52%
and 100%, respectively, by Dr. Gan, our executive Director, and each of Adstella and LMG is
accordingly an associate of Dr. Gan and thus constitutes a connected person of the Company.
Subject Matter to be Acquired
The Company has conditionally agreed to acquire, and the Minority Shareholders have severally
and conditionally agreed to sell, the Target Shares held by such Minority Shareholders, representing
in aggregate 49.71% shareholding in the Target Company.
Upon Closing, the Target Company will become a wholly-owned subsidiary of the Company.
Consideration and Consideration Shares
The Transaction shall be executed through a share swap between the Company and the Minority
Shareholders. Each Minority Shareholder shall receive fifteen (15) Consideration Shares for each
Target Share transferred by such Minority Shareholder to the Company in connection with the
Transaction. The Consideration for the Transaction under the Agreement Regarding Exchange
of Shares will be settled by the allotment and issue of 14,087,085 Consideration Shares by the
Company to the Minority Shareholders. The Consideration payable to each Minority Shareholder
shall be settled at Closing by the allotment and issue of Consideration Shares, credited as fully
paid up, with details as follows:

Target
Shares Held

No. Minority Shareholder

%
Shareholding
in Target
Company

Minority Shareholder who is an Independent Third Party
(i) NSC
19,277
Minority Shareholders who are connected persons of the Company
(ii) Erik Selin Fastigheter AB
616,862
(iii) Adstella
178,125
(iv) LMG
124,875
4

Consideration
Shares to
be Allotted
and Issued

1.02%

289,155

32.65%
9.43%
6.61%

9,252,930
2,671,875
1,873,125

The 14,087,085 Consideration Shares represent in aggregate approximately 8.26% of the total
issued Shares as at the date of this announcement and in aggregate approximately 7.63% of the
total issued Shares as enlarged by the Consideration Shares (assuming there will be no other
change in the total number of issued Shares during the period from the date of this announcement
to the allotment and issue of the Consideration Shares). The Transaction would be conducted
by way of a share-for-share exchange, the terms of which were determined after arm’s length
negotiations.
The Consideration was determined on an arm ’ s length basis between the Company and the
Minority Shareholders. The Directors (excluding the independent non-executive Directors, who
shall provide their views in the letter from the Independent Board Committee in the circular
after taking into account the advice of Gram Capital) consider that the Consideration is fair and
reasonable.
Basis of Consideration
The Consideration was determined after arm’s length negotiations between the Company and
the Minority Shareholders with reference to, among others: (i) the appraised value of 100%
equity interest in the Target Company on the Valuation Date (the “ Appraised Value ” ) of
SEK1,997,265,000 (equivalent to approximately HK$1,610.43 million at the exchange rates
published by the People’s Bank of China on June 30, 2026), of which 49.71% is equivalent to
approximately HK$800.54 million; (ii) market value of 14,087,085 Consideration Shares based on
the closing price of HK$50.60 per H Share on the date of the Agreement, the average closing price
of HK$51.96 per H Share for the five consecutive trading days immediately preceding the date of
this announcement and the average closing price of HK$54.39 per H Share for the 30 consecutive
trading days immediately preceding the date of this announcement, representing a discount of
approximately 10.96%, 8.57% and 4.29%, respectively, to HK$56.83 per Consideration Shares
(calculated by dividing HK$800.54 million to 14,087,085 Consideration Shares); (iii) the business
development and future prospects of the Target Company; and (iv) the reasons for and benefits of
the Transaction as stated under the section headed “Reasons for and Benefits of the Transaction”
in this announcement. Full particulars of the Valuation Report are set out in Appendix I to this
announcement.
Conditions Precedent
Closing of the Transaction under the Agreement Regarding Exchange of Shares is conditional upon
the fulfilment or, where applicable, waiver of the following conditions:
(i)

the requisite approval of the Independent Shareholders of the Company having been obtained
at a general meeting of the Company by way of poll for the Transaction and the allotment and
issue of the Consideration Shares, in accordance and in compliance with the Listing Rules
and the Articles of Association;

(ii)

the board of directors and/or shareholders (if required and as applicable) of each of the
Minority Shareholders having approved the Transaction and the transactions contemplated
thereunder (where applicable);

(iii) the Listing Committee of the Stock Exchange having granted the listing of, and permission
to deal in, the Consideration Shares and such listing and permission not subsequently having
been revoked prior to Closing;

5

(iv) all necessary approvals and clearances from all relevant PRC regulatory authorities
(other than the CSRC Filings) in connection with the Transaction having been obtained,
such approvals and clearances not materially conflicting with or altering the terms of the
Agreement Regarding Exchange of Shares and not imposing any material adverse conditions
on any party;
(v)

the warranties given by each party under the Agreement Regarding Exchange of Shares
remaining true and accurate in all material respects and not misleading in any material
respect as of the Closing Date by reference to the facts and circumstances subsisting as at the
Closing Date; and

(vi) there having been no change, effect, fact, event or circumstance which has had or would
reasonably be expected to have a material adverse effect on, or cause a material adverse
change in, the general affairs, management, financial position, business prospects or
conditions (whether financial, operational, legal, regulatory or otherwise) of the Target
Company or the Company.
Conditions (v) and (vi) above are waivable in whole or in part by the written agreement of all
parties. Conditions (i), (ii), (iii) and (iv) are non-waivable. If the Conditions Precedent have not
been satisfied or waived on or before the Long Stop Date, any party may terminate the Agreement
Regarding Exchange of Shares by written notice to the other parties, provided that such terminating
party is not in material breach of its obligations under the Agreement Regarding Exchange of
Shares. Upon such termination, no party shall have any further liability under the Agreement
Regarding Exchange of Shares, save for any rights or liabilities that have accrued prior to
termination. As of the date of this announcement, none of the above conditions has been fulfilled.
Closing
Subject to the satisfaction (or, in respect of Conditions Precedent set out in paragraphs (v) to (vi)
under the paragraph headed “Conditions Precedent ” only, waiver in accordance with the Agreement
Regarding Exchange of Shares) of all the Conditions Precedent, Closing shall take place on the
date falling five (5) Business Days after the date on which the last of Conditions (i) to (iv) has
been satisfied, or such other date as the parties to the Agreement Regarding Exchange of Shares
may agree in writing (the “Closing Date”). The Company shall promptly notify the Minority
Shareholders in writing upon the satisfaction of all of Conditions (i) to (iv), and such notice shall
specify the Closing Date.
Lock-up Undertaking by the Minority Shareholders in Respect of the Consideration Shares
Each Minority Shareholder agrees, covenants with and undertakes to the Company that, without
the prior written consent of the Company, such Minority Shareholder will not, at any time during
the period of twelve (12) months from the Closing Date, (i) dispose of any Consideration Shares;
or (ii) enter into any transactions with the same economic effect as any aforesaid transactions,
except for any transfer of Consideration Shares to a wholly-owned subsidiary in accordance with
the Agreement Regarding Exchange of Shares.

6

VALUATION AND PROFIT FORECAST
As the Valuer adopted the asset-based approach to estimate the fair value of the Target Company
as set out in the Valuation Report, among which discounted cash flow method was applied in
the evaluation of certain intangible assets which constitutes a profit forecast under Rule 14.61 of
the Listing Rules, full particulars of the Valuation Report including, among others, the valuation
method, the assumptions and the parameters is set out in Appendix I to this announcement.
The report on the calculations of the discounted future cash flows of certain intangible assets, as
set out in the Valuation Report, has been issued by Ernst & Young, the Reporting Accountants of
the Company. The report from Ernst & Young is set out in Appendix II to this announcement.
Having examined and reviewed the following factors, including but not limited to the valuation
method, assumptions and the parameters adopted by the Valuer in its preparation of the Valuation
Report, and considering that the Target Company is at an early growth and expansion stage, the
Directors consider that the asset-based approach (which applies discounted cash flow method to
certain intangible assets) is an appropriate valuation method and that the fair value of the Target
Company as set out in the Valuation Report is a fair and reasonable basis for the determination
of the Consideration. The Board has also confirmed that the above-mentioned profit forecast was
made after due and careful enquiry, and the letter from the Board regarding the profit forecast
of the Target Company is set out in Appendix III to this announcement. The following are the
qualifications of each expert whose conclusion or advice is contained in this announcement:
Date of
conclusion
or advice

Name

Qualification

Ernst & Young
JZ (Shanghai) Assets Appraisal Co., Ltd.
(金證(上海)資產評估有限公司)

Certified Public Accountants

October 19, 2026

Valuer

October 16, 2026

As at the date of this announcement, each of the experts has given and has not withdrawn its
written consent to the issue of this announcement with the inclusion herein of its letter of advice/
report and references to its name in the form and context in which it appears.
As at the date of this announcement, as far as the Directors are aware, each of the experts:
(i)

did not have any shareholding in any member of the Group or any right (whether legally
enforceable or not) to subscribe for or to nominate persons to subscribe for any shares,
convertible securities, warrants, options or derivatives which carry voting rights in any
member of the Group; and

(ii)

did not have any interest, either directly or indirectly, in any assets which have been, since
the date to which the latest published audited financial statements of the Company were made
up (i.e., December 31, 2025), acquired by or disposed of or leased to or are proposed to be
acquired by or disposed of or leased to any member of the Group.

7

EFFECT OF THE CONSIDERATION SHARES ON THE SHAREHOLDING STRUCTURE
Set out below is the shareholding structure of the Company (i) as at the date of this announcement
and (ii) immediately after the Closing and the allotment and issue of the Consideration Shares in
full as contemplated under the Transaction (assuming there is no other change in the issued share
capital of the Company between the date of this announcement and the Closing and the allotment
and issue of the Consideration Shares in full):

Name of Shareholder

Single Largest Group of Shareholders
Dr. Gan (1)
– Adstella (1)

As at the date of this
announcement
Approximate
percentage of
shareholding in
Number and the total share
class of
capital of
Shares held the Company (2)
40,139,267
H Shares
20,000
H Shares
–

23.53%

–

–

1,342,000
H Shares
–

0.79%

129,053,643
H Shares
170,554,910
H Shares

75.67%

– LMG (1)
Erik Selin Fastigheter AB
NSC
Other shareholders
Total

0.01%
–

–

100.00%

Immediately after Closing and
the allotment and issue of the
Consideration Shares in full
Approximate
percentage of
shareholding in
Number and the total share
class of
capital of
Shares held the Company (2)
40,139,267
H Shares
4,565,000
H Shares
2,671,875
H Shares
1,873,125
H Shares
10,594,930
H Shares
289,155
H Shares
129,053,643
H Shares
184,641,995
H Shares

21.74%
2.47%
1.45%
1.01%
5.74%
0.16%
69.89%
100.00%

Notes:
(1)

Adstella is owned by Dr. Gan as to 37.52% and LMG is wholly owned by Dr. Gan.

(2)

The percentages have been rounded up to the nearest two decimal places and any differences between the totals
and sums of amounts listed in the table is due to rounding.

GENERAL INFORMATION OF THE PARTIES
Information of the Company
The Company was established in the PRC on January 18, 2007 and converted into a joint
stock company with limited liability on August 14, 2020, and the H Shares were listed on
the Stock Exchange on January 9, 2026 (stock code: 6938). The Company is a clinical-stage
biopharmaceutical company specializing in the R&D of oligonucleotide therapeutics, with a
primary focus on small interfering RNA (“siRNA”) drugs.

8

Information of the Minority Shareholders

Erik Selin Fastigheter AB
Erik Selin Fastigheter AB is registered as a private limited liability company in Sweden on March
15, 1999. Erik Selin Fastigheter AB is primarily engaged in property ownership, management,
and development, generating income mainly from rental operations. In addition to its property
activities, it holds significant financial investments in various listed companies across multiple
sectors (notably a large stake in Fastighets AB Balder, one of the largest real-estate groups in the
Nordics). Its core geographical market is Sweden, with indirect exposure to other markets through
its listed holdings. Erik Selin is the ultimate beneficial owner as well as the sole shareholder
in Erik Selin Fastigheter AB. Erik Selin is an experienced investor with a long track record of
participating in public equity markets, including sizeable cornerstone and strategic investments
in listed companies. His investment approach usually emphasizes disciplined capital allocation,
long-term value creation, demonstrating relevant expertise for supporting companies in IPOs and
providing stable anchor investment backing. Erik Selin is also the founder, executive chair of the
board and controlling owner of Fastighets AB Balder.

NSC
NSC is registered as a private limited liability company in Sweden on December 16, 2021, which
is wholly owned by Jacob Torell, an Independent Third Party.

Adstella
Adstella is registered as a private limited liability company in Sweden on September 28, 2022,
which was established for the purpose of implementing the share incentive scheme of the Target
Company. The share incentive scheme of the Target Company is not subject to the provisions
of Chapter 17 of the Listing Rules as the Target Company is not a principal subsidiary of the
Company under Rule 17.14 of the Listing Rules. As of the date of this announcement, Dr. Gan, an
executive Director of the Company, held 37.52% of shares and no other shareholders held more
than 30% equity interest herein.

LMG
LMG is registered as a private limited liability company in Sweden on October 29, 2024, which is
wholly owned by Dr. Gan, our executive Director.
Original Acquisition Costs of the Target Shares
As at the date of this announcement, the Target Company was held by the Company, Erik Selin
Fastigheter AB, Adstella, Dr. Gan (through LMG) and NSC as to 50.29%, 32.65%, 9.43%,
6.61% and 1.02%, respectively. The original acquisition costs of the Target Shares held by the
Minority Shareholders who are connected persons of the Company were as follows: (i) the 32.65%
shareholding held by Erik Selin Fastigheter AB, acquired through a subscription pursuant to a
share subscription agreement dated June 13, 2025 at a subscription price of US$32,000,000; (ii) the
9.43% shareholding held by Adstella, acquired through a subscription at par value at an aggregate
consideration of SEK178,125; and (iii) the 6.61% shareholding held by LMG (wholly owned by
Dr. Gan), acquired through a series of subscriptions at par value at an aggregate consideration of
SEK124,875. The above acquisition costs represent the historical costs incurred by the relevant
connected persons in acquiring their respective interests in the Target Company.
9

Information of the Target Company
The Target Company, Ribocure Pharmaceuticals AB is a clinical-stage biotechnology company
organised under the laws of Sweden in February 2022. As at the date of this announcement,
the Target Company is held as to 50.29% by the Company and is a subsidiary of the Company.
Upon Closing, the Target Company will become a wholly-owned subsidiary of the Company
and its financial results will remain consolidated into the financial results of the Group after the
Transaction. The Target Company serves as the international R&D center of the Company and is
principally engaged in the global clinical development and translational research of oligonucleotide
therapeutics, with a particular focus on siRNA drugs targeting cardiovascular, metabolic, hepatic,
renal and neurodegenerative diseases. The Target Company currently has five projects at the drug
discovery and pre-clinical stages, two of which have advanced to the IND-enabling stage, and two
major out-licensing collaborations.
Set out below is the unaudited financial information of the Target Company for the two financial
years ended December 31, 2024 and 2025, prepared in accordance with IFRS Accounting
Standards:
For the year ended December 31,
2024
2025
(Unaudited)
(Unaudited)
SEK
SEK
Total assets
Net assets
Net profit/(loss) before tax
Net profit/(loss) after tax

104,043,786
45,659,538
9,147,295
7,262,953

420,166,918
345,623,287
(11,293,242)
(11,293,242)

REASONS FOR AND BENEFITS OF THE TRANSACTION
Obtaining 100% ownership of the Target Company
The Target Company is the platform through which the Group conducts the R&D of siRNA
therapeutics, and the Company currently owns 50.29% of its issued shares. While the financial
results of the Target Company are already consolidated into the financial results of the Group,
approximately 49.71% of the economic interest in the Target Company is presently attributable to
non-controlling interests. Upon Closing, the Company’s ownership of the Target Company will
increase from 50.29% to 100%, such that the Group will be entitled to the entire economic interest
in the Target Company and to the full value of its pipeline as that pipeline advances, without any
further attribution to non-controlling interests. The Directors consider that securing full ownership
at the current stage of the Target Company’s development, rather than after further value has been
realised, allows the Company to advance its strategic development in siRNA therapeutics on more
favourable terms.
Increasing the Company’s capitalization and liquidity
The Consideration will be settled entirely by the allotment and issue of new H Shares to the
Minority Shareholders rather than in cash, which allows the Company to complete the Transaction
while preserving its cash resources for the R&D and clinical advancement. The Company’s issued
share capital will be increased by 14,087,085 H Shares, representing approximately 8.26% of the
issued Shares as at the date of this announcement, thereby broadening the Company’s shareholder
base. The Transaction is expected to enhance the Company’s overall market capitalization, improve
the capital market’s recognition of the Group’s value and improve the liquidity of the H Shares
over the long term.

10

Streamlining of governance structure and aligning the interests of all the Shareholders
Following Closing, the Target Company will cease to have any shareholder other than the
Company, and the Company will no longer be required to accommodate separate shareholder
interests at the Target Company level in the governance of its siRNA business. At the same time,
the Transaction allows the Minority Shareholders, including certain management members and
employees of the Target Company holding their interests through Adstella, the holding vehicle
established for the purpose of implementing the share incentive scheme of the Target Company,
to exchange their interests in an unlisted entity for H Shares, so that their returns will be derived
from the performance of the Group as a whole rather than from a single unlisted subsidiary, and
their investment value may be realised through a listed platform with enhanced liquidity. The
interests of the Minority Shareholders will therefore be aligned with those of all the Shareholders,
and each Minority Shareholder has further undertaken not to dispose of any of its Consideration
Shares during the period of twelve (12) months from the Closing Date. For further details, please
refer to the section headed “Lock-up Undertaking by the Minority Shareholders in Respect of the
Consideration Shares” in this announcement.
Simplifying investment and operational management decisions
Upon the Company obtaining 100% ownership of the Target Company, the Company will be able
to simplify its investment, debt financing and operational management decision-making processes,
without the need to obtain Minority Shareholders approvals at the Target Company level or
otherwise to coordinate with Minority Shareholders. This will allow the Group to allocate funding
and other resources among its members, and to take decisions on the development, partnering
and commercialisation of the Target Company’s pipeline, more efficiently and on a Group-wide
basis. Taking the above matters together, the Directors consider that the Transaction supports the
Company’s strategic development in siRNA therapeutics and is in the interests of the Company
and the Shareholders as a whole.
OPINION FROM THE BOARD
As Dr. Gan has a material interest in the Transaction, Dr. Gan has abstained from voting on the
Board resolution approving the Transaction. Save as disclosed above, none of the Directors has any
material interest in the Transaction.
The Directors (excluding the independent non-executive Directors, who shall provide their views
in the letter from the Independent Board Committee in the circular after taking into account the
advice of Gram Capital) are of the view that the terms of the Transaction are fair and reasonable,
and the Transaction is on normal commercial terms and in the interests of the Company and the
Shareholders as a whole.
SPECIFIC MANDATE
The Directors will seek a specific mandate from the Independent Shareholders for the allotment
and issue of the Consideration Shares to the Minority Shareholders at the EGM. An application
will be made by the Company to the Stock Exchange for the listing of, and permission to deal in,
the Consideration Shares.

11

APPLICATION FOR LISTING OF THE CONSIDERATION SHARES
Application will be made to the Stock Exchange for the listing of, and permission to deal in,
the Consideration Shares. The Consideration Shares, when allotted and issued pursuant to the
Agreement Regarding Exchange of Shares, shall (i) be credited as fully paid; (ii) rank pari passu
in all respects with the other H Shares in issue on the Closing Date, including the right to receive
all dividends and distributions declared, made or paid on or after the Closing Date; and (iii) be free
from all Encumbrances and together with all rights attaching thereto.
LISTING RULES IMPLICATIONS
Discloseable Transaction
As one or more of the applicable percentage ratios in respect of the Transaction exceeds 5% but all
of them are less than 25%, the Transaction constitutes a discloseable transaction of the Company
and is therefore subject to the reporting and announcement requirements under Chapter 14 of the
Listing Rules.
Connected Transaction
As at the date of this announcement, Erik Selin Fastigheter AB held 32.65% of the total issued
shares of the Target Company and is accordingly a substantial shareholder of the Target Company,
a non-wholly owned subsidiary of the Company, and thus constitutes a connected person of the
Company under Rule 14A.07(1) of the Listing Rules. Adstella and LMG were owned as to 37.52%
and 100%, respectively, by Dr. Gan, our executive Director, and each of Adstella and LMG is
accordingly an associate of Dr. Gan and thus constitutes a connected person of the Company under
Chapter 14A of the Listing Rules.
Accordingly, each acquisition of the Target Shares by the Company from Erik Selin Fastigheter
AB, Adstella and LMG, and the corresponding allotment and issue of Consideration Shares
to each of them as consideration, constitutes a connected transaction of the Company under
Rule 14A.25 of the Listing Rules. As the Consideration Shares are to be allotted and issued to
connected persons of the Company and none of the exemptions for issues of new securities under
Rule 14A.92 of the Listing Rules is applicable, each such transaction is subject to the reporting,
announcement, circular (including independent financial advice) and Independent Shareholders’
approval requirements under Chapter 14A of the Listing Rules. Erik Selin Fastigheter AB, Dr. Gan
and their respective associates shall abstain from voting on the proposed resolution(s) to approve
the Agreement Regarding Exchange of Shares and the transactions contemplated thereunder at the
EGM to be held by the Company.
PROPOSED CHANGE OF REGISTERED CAPITAL AND AMENDMENTS TO THE
ARTICLES OF ASSOCIATION
In connection with the allotment and issue of the Consideration Shares, the total issued Shares of
the Company shall increase from 170,554,910 Shares to 184,641,995 Shares and the registered
capital shall increase from RMB170,554,910 to RMB184,641,995 accordingly. The Board
proposed to make corresponding amendments to its Articles of Association to reflect such change
of registered capital, together with certain other minor amendments to align with the applicable
laws and regulations. The amended Articles of Association will take effect upon approval by the
EGM.

12

GENERAL
The Agreement Regarding Exchange of Shares and the transactions contemplated thereunder
(including the Transaction and the issue of Consideration Shares under the Specific Mandate) will
be considered and, if thought fit, approved, at the EGM.
The Independent Board Committee, comprising all of the independent non-executive Directors,
namely Dr. YU Xuefeng, Mr. MA Chaosong and Mr. WANG Ruiping, has been established
to advise the Independent Shareholders in relation to the Agreement Regarding Exchange of
Shares and the transactions contemplated thereunder (including the Transaction and the issue of
Consideration Shares under the Specific Mandate).
Gram Capital has been appointed to advise the Independent Board Committee and Independent
Shareholders in respect of the Agreement Regarding Exchange of Shares and the transactions
contemplated thereunder (including the Transaction and the issue of Consideration Shares under
the Specific Mandate).
A circular containing, among other things, (i) further details of the Agreement Regarding Exchange
of Shares and the transactions contemplated thereunder (including the Transaction and the issue of
Consideration Shares under the Specific Mandate); (ii) the recommendations of the Independent
Board Committee in relation to the Agreement Regarding Exchange of Shares and the transactions
contemplated thereunder (including the Transaction and the issue of Consideration Shares under
the Specific Mandate); (iii) a letter of advice from Independent Financial Adviser in relation to the
Agreement Regarding Exchange of Shares and the transactions contemplated thereunder (including
the Transaction and the issue of Consideration Shares under the Specific Mandate); (iv) the details
of the Proposed Amendments; (v) the notice convening the EGM; and (vi) other information in
relation to the EGM and as otherwise required under the Listing Rules, will be published and/or
dispatched by the Company to the Shareholders in accordance with the requirements of the Listing
Rules. As the Company requires additional time to prepare and finalize certain information for
inclusion in the circular, it will publish and dispatch the circular to the Shareholders on or before
December 4, 2026.
Closing of the Transaction is conditional upon the fulfilment or (if applicable) waiver of the
conditions set out under the paragraph headed “Conditions Precedent” in this announcement,
which may or may not be fulfilled. Accordingly, the Transaction may or may not proceed.
Shareholders and potential investors of the Company should exercise caution when dealing in
the H Shares and other securities of the Company.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following expressions shall have
the following meanings:
“associate(s)”; “connected
person(s)”; “controlling
shareholder(s)” and
“subsidiary(ies)”

each has the meaning ascribed to it under the Listing Rules

“Adstella”

Adstella Holding AB, a private limited liability company
incorporated in Sweden, which is owned as to 37.52% by Dr. Gan

13

“Agreement Regarding
Exchange of Shares” or
“Agreement”

the agreement regarding exchange of shares dated October 16, 2026
entered into between the Company and the Minority Shareholders in
relation to the Transaction

“Articles of Association”

the articles of association of the Company, as amended, modified or
otherwise supplemented from time to time

“Board of Directors”
or “Board”

the board of Directors

“Business Day(s)”

a day (other than a Saturday or Sunday) on which banks are open for
general business in Stockholm, Sweden, Hong Kong and Mainland
China

“Company”

Suzhou Ribo Life Science Co., Ltd. (蘇州瑞博生物技術股份有限
公司), a joint stock company incorporated in the PRC with limited
liability, the H Shares of which are listed on the Main Board of the
Stock Exchange (stock code: 6938)

“Closing”

the completion of the Transaction in accordance with the terms and
conditions of the Agreement Regarding Exchange of Shares

“Closing Date”

has the meaning described ascribed to is under the section headed
“Agreement Regarding Exchange of Shares—Closing ” to this
announcement

“Conditions Precedent”

the conditions precedent to Closing as set out in the Agreement
Regarding Exchange of Shares and summarised under the paragraph
headed “Conditions Precedent” in this announcement

“Consideration”

the Consideration Shares as the payment from the Company to the
Minority Shareholders for the Transaction under the Agreement
Regarding Exchange of Shares

“Consideration Shares”

an aggregate of 14,087,085 new H Shares to be allotted and issued
by the Company to the Minority Shareholders as payment of the
Consideration

“CSRC Filings”

the filing report in relation to the Transaction and any relevant
supporting materials (including any amendments, supplements and/
or modifications thereof) required to be submitted to the China
Securities Regulatory Commission pursuant to applicable PRC laws
and regulations

“Director(s)”

the director(s) of the Company

“Dr. Gan”

Dr. GAN Liming (甘黎明), an executive Director and the ultimate
controller of each of Adstella and LMG

“EGM”

the extraordinary general meeting of the Company to be convened
and held to consider, and if thought fit, to approve, among other
things, the Agreement Regarding Exchange of Shares and the
transactions contemplated thereunder (including the Transaction and
the issue of Consideration Shares under the Specific Mandate)

14

“Encumbrance(s)”

any mortgage, charge, pledge, lien, option, restriction, right of first
refusal, right of pre-emption, third party right or interest, other
encumbrance or security interest of any kind, or another type of
preferential arrangement (including a title transfer or retention
arrangement) having similar effect

“Erik Selin Fastigheter AB”

Erik Selin Fastigheter Aktiebolag, a private limited liability company
registered in Sweden on March 15, 1999, the sole shareholder and
ultimate beneficial owner of which is Erik Selin

“Group”

the Company and its subsidiaries

“H Share(s)”

ordinary shares in the share capital of the Company with a nominal
value of RMB1.00 each, which are listed on the Main Board of the
Stock Exchange and traded in Hong Kong dollars

“HK$”

Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong”

the Hong Kong Special Administrative Region of the PRC

“IFRS Accounting
Standards”

IFRS Accounting Standards issued and/or adopted by the
International Accounting Standards Board from time to time

“Independent Board
Committee”

the independent committee of the Board, comprising all of the
independent non-executive Directors, namely Dr. YU Xuefeng,
Mr. MA Chaosong and Mr. WANG Ruiping, established to advise
the Independent Shareholders in connection with the Agreement
Regarding Exchange of Shares and the transactions contemplated
thereunder (including the Transaction and the issue of Consideration
Shares under the Specific Mandate)

“Independent Financial
Adviser” or
“Gram Capital”

Gram Capital Limited, a licensed corporation to carry out Type 6
(advising on corporate finance) regulated activity under the SFO,
being the independent financial adviser appointed by the Company
to advise the Independent Board Committee and the Independent
Shareholders in respect of the Agreement Regarding Exchange of
Shares and the transactions contemplated thereunder (including the
Transaction and the issue of Consideration Shares under the Specific
Mandate)

“Independent Shareholders”

Shareholders who are not required to abstain under the Listing
Rules from voting at the EGM on the resolution(s) approving the
Agreement Regarding Exchange of Shares and the transactions
contemplated thereunder (including the Transaction and the issue of
Consideration Shares under the Specific Mandate)

“Independent Third
Party(ies)”

any entity(ies) or person(s) who, to the best of the knowledge,
information and belief of the Directors, is/are not a connected
person(s) of the Company (as defined under the Listing Rules)

“Listing Rules”

the Rules Governing the Listing of Securities on the Stock Exchange

“LMG”

LMG Invest AB, a private limited liability company incorporated in
Sweden, the ultimate beneficial owner of which is Dr. Gan
15

“Long Stop Date”

June 30, 2027, or such other date as may be agreed by the parties to
the Agreement Regarding Exchange of Shares in writing

“Minority Shareholder(s)”

Erik Selin Fastigheter AB, NSC, Adstella and LMG, and each a
“Minority Shareholder”

“NSC”

Next Step Capital AB (formerly known as “Co Activate AB”), a
private limited liability company incorporated in Sweden, which is
an Independent Third Party

“PRC”

the People ’ s Republic of China which, for the purpose of
this announcement, excludes Hong Kong, the Macau Special
Administrative Region of the People ’ s Republic of China and
Taiwan

“Proposed Amendments”

the amendments to be made to the Articles of Association to reflect
the change of registered capital due to the Transaction, together with
certain other minor amendments to align with the applicable laws
and regulations

“R&D”

research and development

“Reporting Accountants”

Ernst & Young, Certified Public Accountants, the auditor of the
Company

“RMB”

Renminbi, the lawful currency of the PRC

“SFO”

the Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong), as amended, supplemented or otherwise modified from
time to time

“SEK”

Swedish krona, the lawful currency of Sweden

“Share(s)”

ordinary share(s) in the capital of the Company with a nominal value
of RMB1.00 each, comprising the H Shares of the Company

“Shareholder(s)”

the holder(s) of the Shares

“Specific Mandate”

the specific mandate proposed to be granted to the Directors by
the Independent Shareholders at the EGM to allot and issue the
Consideration Shares

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

16

“Single Largest Group of
Shareholders”

refers to Dr. LIANG Zicai (梁子才), Dr. ZHANG Hongyan (張
鴻雁), Kunshan Ruikong Enterprise Management Consulting L.P.
(昆山瑞控企業管理諮詢合夥企業(有限合夥)), Kunshan Ruiman
Enterprise Management Consulting L.P. (昆山瑞曼企業管理諮詢
合夥企業(有限合夥)), Ms. MO Hua, Prof. XI Zhen, Prof. ZHANG
Lihe and Kunshan Ruiji Enterprise Management Consulting L.P.
(昆山瑞技企業管理諮詢合夥企業(有限合夥)) and Kunshan
Ruixing Enterprise Management Consulting L.P. (昆山瑞興企業
管理諮詢合夥企業(有限合夥)), details of which are set out in the
section headed “ Relationship with our Single Largest Group of
Shareholders” in the prospectus of the Company dated December 31,
2025

“Target Company”

Ribocure Pharmaceuticals AB, a private limited liability company
incorporated in Sweden on February 18, 2022, which is held as to
50.29% by the Company and 49.71% by the Minority Shareholders
as at the date of this announcement and is a non-wholly owned
subsidiary of the Company

“Target Shares”

an aggregate of 939,139 shares of the Target Company held by the
Minority Shareholders, representing approximately 49.71% of the
total issued share capital of the Target Company, to be sold by the
Minority Shareholders to the Company free from any Encumbrance
pursuant to the Agreement Regarding Exchange of Shares

“Transaction”

the acquisition by the Company of all the Target Shares from the
Minority Shareholders, and the satisfaction of the consideration for
such Target Shares by the allotment and issue of the Consideration
Shares, in accordance with the terms of the Agreement Regarding
Exchange of Shares

“Valuation Report”

the valuation report dated October 16, 2026 prepared by the Valuer
in relation to the valuation of 100% equity interest in the Target
Company as at the Valuation Date

“Valuation Date”

June 30, 2026, being the date as at which the Valuer assessed the
value of 100% equity interest in the Target Company

“Valuer”

JZ (Shanghai) Assets Appraisal Co., Ltd. (金證(上海)資產評估有限
公司)

“%”

per cent.
By Order of the Board
Suzhou Ribo Life Science Co., Ltd.
LIANG Zicai
Chairman

Hong Kong, October 19, 2026

As of the date of this announcement, the executive Directors are Dr. LIANG Zicai, Dr. GAN
Liming and Dr. ZHANG Hongyan, the non-executive Directors are Dr. QI Fei, Mr. LI Dongfang
and Mr. LI Yuhui, and the independent non-executive Directors are Dr. YU Xuefeng, Mr. MA
Chaosong and Mr. WANG Ruiping.
17

APPENDIX I VALUATION REPORT

Value of the Entire Equity Interest of the Shareholders of Ribocure
Pharmaceuticals AB in connection with the proposed acquisition of equity
interests by Suzhou Ribo Life Science Co., Ltd. through the issue of
additional shares,
Valuation Report
JZ Valuation Report [2026] No. A0839
(Volume 1 of 1)

JZ (Shanghai) Assets Appraisal Co., Ltd.
October 16, 2026

I-1

CONTENT
Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-3

Abstract . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-4

Text . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-5

I.

Overview of the Client, the Evaluated Party and other users of the valuation
report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-5

II.

Valuation Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-10

III.

Valuation Subject and Valuation Scope . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-10

IV.

Bases of Value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-15

V.

Valuation Reference Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-15

VI.

Valuation Basis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-15

VII. Valuation Methods. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-17

VIII. Valuation procedure implementation process and status . . . . . . . . . . . . . . . . . .

I-18

IX.

Valuation Assumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-19

X.

Valuation Calculation Process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-21

XI.

Valuation conclusions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-53

XII. Special Matters Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-54

XIII. Notes on limitations on the use of valuation reports . . . . . . . . . . . . . . . . . . . . .

I-55

XIV. Report Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-55

Annex . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I-56

I-2

STATEMENT
1.

The valuation services and the valuation report are consultative in nature, and do not
constitute asset appraisal activities or asset appraisal reports regulated under the Asset
Appraisal Law of the People ’ s Republic of China and the Asset Appraisal Standards.
Concurrently, this valuation report does not constitute any investment advice. The Valuation
Firm assumes no liability whatsoever for any transaction price negotiated by the Client or any
other potential counterparty on the basis of the valuation conclusions of this report.

2.

The opinions in this valuation report are based solely on the review and analysis of materials
collected from the Client, the Evaluated Party, other relevant parties and third parties
within the scope defined in the valuation engagement letter. Industry-standard valuation
models were applied for calculation. The scope of work does not include consideration of
commercial, legal, tax, regulatory, or other environmental factors, nor does it involve: Audit
of the Evaluated Party’s financial information, Legal due diligence, Financial due diligence,
Tax due diligence, IT due diligence. The Client and relevant parties are solely responsible for
the authenticity, completeness and legality of the provided materials under applicable laws.
This report does not guarantee accuracy, completeness, or appropriateness of the information
and data collected and provided by the Client, the Evaluated Party, and third parties.

3.

The Client or other users shall use the valuation report strictly in accordance with applicable
laws, administrative regulations and usage scope specified herein. This valuation institution
assumes no liability for any misuse of the report in violation of these provisions.

4.

This report is exclusively for the client and other users explicitly identified in the valuation
engagement letter. No other individuals or entities are authorized to use this report.

5.

Users must appropriately interpret and apply the valuation conclusions. Such conclusions
do not equate to the realizable price of the subject asset and should not be construed as a
guarantee of achievable transaction value.

6.

The Valuation Firm and the Valuation Professionals have no existing or prospective interest
in the subject of the valuation report; they have no existing or prospective interest in the
relevant parties and are not biased against the relevant parties.

7.

The analysis, judgments and conclusions herein are subject to the assumptions and constraints
outlined in this report. Users must fully consider the stated assumptions, limitations,
explanation of extraordinary issues, and their impacts on valuation outcomes.

8.

No content of this report may be excerpted, cited, or disclosed on public media without
prior written consent from the Valuation Firm, except as required by law, administrative
regulations, or agreed by relevant parties.

9.

This report is a translated version of the valuation report. Where there are inconsistencies
between the Chinese and foreign versions of the same report issued simultaneously, the
Chinese version shall prevail.

I-3

Value of the Entire Equity Interest of the Shareholders of Ribocure Pharmaceuticals
AB in connection with the proposed acquisition of equity interests by Suzhou Ribo
Life Science Co., Ltd. through the issue of additional shares,
Valuation Report
ABSTRACT
Special Notice: This summary is extracted from the main body of the valuation report. To
fully understand the details of this valuation engagement and correctly interpret the valuation
conclusions, it is essential to read the full text of the asset valuation report.
JZ (Shanghai) Assets Appraisal Co., Ltd., entrusted by Suzhou Ribo Life Science Co., Ltd.,
has valued the market value of the entire equity interest of the shareholders of Ribocure
Pharmaceuticals AB as at June 30th, 2026 by adopting the Asset-based Approach. The valuation is
summarized below:
The Client: Suzhou Ribo Life Science Co., Ltd.
Evaluated Party: Ribocure Pharmaceuticals AB.
Valuation Purpose: Suzhou Ribo Life Science Co., Ltd. intends to acquire the equity interests of
Ribocure Pharmaceuticals AB through the issue of additional shares.
Valuation Subject: The value of the entire shareholders’ equity of Ribocure Pharmaceuticals AB.
Valuation Scope: All the assets and liabilities of Ribocure Pharmaceuticals AB, including current
assets, fixed assets, right-of-use assets, intangible assets and liabilities. The book value of total
assets is SEK 442,665,701.05, the book value of total liabilities is SEK 76,059,915.80, and the
book value of owners’ equity is SEK 366,605,785.25.
Bases of Value: Market Value.
Valuation Reference Date: June 30th, 2026.
Valuation Approach: The Asset-based Approach.
Conclusion: Based on the Asset-based Approach, the market value of the entire equity interest of
the shareholders of the Evaluated Party as at the valuation reference date is SEK 1,997,265,000,
which, converted at the central parity rate of RMB against SEK of 1:1.4279 and the central parity
rate of HKD against RMB of 1:0.86855 published by the People’s Bank of China on June 30th,
2026, is HKD1,610,434,500, in words: Hong Kong Dollar One Billion Six Hundred and Ten
Million Four Hundred Thirty-Four Thousand Five Hundred Only.
Period of Validity: The validity of the conclusion lasts for 1 year since the valuation reference
date, valid till June 29th, 2027.
Special Matters Disclosure: This valuation involves foreign exchange conversion and other special
matters that may affect the valuation conclusion. For details, please refer to the “Special Matters
Disclosure”.

I-4

Value of the Entire Equity Interest of the Shareholders of Ribocure Pharmaceuticals
AB in connection with the proposed acquisition of equity interests by Suzhou Ribo
Life Science Co., Ltd. through the issue of additional shares,
Valuation Report
TEXT
Suzhou Ribo Life Science Co., Ltd.:
JZ (Shanghai) Assets Appraisal Co., Ltd., entrusted by your party, has conducted a valuation of
the market value of the entire shareholders’ interest in Ribocure Pharmaceuticals AB as at June
30th, 2026, in connection with the proposed acquisition of equity interests by Suzhou Ribo Life
Science Co., Ltd. through the issue of additional shares, by adopting the Asset-based Approach.
The valuation report is hereby presented as follows:
I.

Overview of the Client, the Evaluated Party and other users of the valuation report

1.

The Client
Enterprise Name: Suzhou Ribo Life Science Co., Ltd. (abbreviated as the “Client” or “Ribo”)
English Name: Suzhou Ribo Life Science Co., Ltd.
Enterprise Type: Joint stock limited company (foreign-invested, listed)
Address: No. 168 Yuanfeng Road, Yushan Town, Kunshan City, Jiangsu Province
Legal Representative: LIANG ZICAI
Registered Capital: RMB170.55491 million
Business Scope: Research on nucleic acid technology and development of and technical
services for related products; sales of self-produced products. (Projects subject to approval
according to law may only be carried out after approval by the relevant departments)
Licensed projects: wholesale of pharmaceuticals; retail of pharmaceuticals; production of
pharmaceuticals; import and export of pharmaceuticals; import and export of technology;
import and export of goods; production of Class III medical devices; operation of Class
III medical devices (projects subject to approval according to law may only be carried out
after approval by the relevant departments, and the specific business items shall be subject
to the approval results). General projects: medical research and experimental development;
technical services, technical development, technical consulting, technical exchange, technical
transfer and technical promotion; sales of chemical products (excluding licensed chemical
products); engineering and technical research and experimental development; manufacture of
pharmaceutical-specific equipment; sales of pharmaceutical-specific equipment; manufacture
of drug testing instruments (except for projects subject to approval according to law, business
activities may be carried out independently in accordance with the business license).

I-5

2.

The Evaluated Party

1.

Basic Information
Enterprise Name: Ribocure Pharmaceuticals AB (abbreviated as the “Evaluated Party” or
“Ribocure”)
Enterprise Type: Aktiebolag
Address: Göteborg kommun, Västra Götalands län
Number of Shares: 1,889,139 shares
Business Scope: To conduct research, clinical development and clinical studies of
pharmaceuticals, as well as the commercialization of pharmaceuticals; to provide services
(including consulting) relating to the research, clinical development and clinical studies
of pharmaceuticals and the commercialization of pharmaceuticals; to invest in businesses
engaged in the research, clinical development and clinical studies of pharmaceuticals and
the commercialization of pharmaceuticals; to carry out business development relating to
license-in and out-licensing; to own and manage movable and immovable property; and to
carry out activities consistent with the foregoing.

2.

Historical Evolution

(1)

Initial Establishment
Ribocure Pharmaceuticals AB was established on February 18th, 2022. Suzhou Ribo Life
Science Co., Ltd. and GAN Liming entered into the Investment Agreement, agreeing to
jointly establish a private limited company in Sweden. The equity structure of the company at
the time of establishment was as follows:

(2)

No.

Name of Shareholder

1
2

Suzhou Ribo Life Science Co., Ltd.
GAN Liming
Total

Number of Shares

Shareholding Ratio

950,000
50,000
1,000,000

95.00%
5.00%
100.00%

First Capital Increase
On January 5th, 2023, the extraordinary general meeting of Ribocure Pharmaceuticals
AB resolved to conduct a targeted issue of new shares, under which Adstella Holding AB
subscribed for 178,125 shares and GAN Liming subscribed for 9,375 shares, both at the par
value of the shares. Upon completion of this capital increase, the equity structure was as
follows:
No.

Name of Shareholder

1
2
3

Suzhou Ribo Life Science Co., Ltd.
Adstella Holding AB
GAN Liming
Total
I-6

Number of Shares

Shareholding Ratio

950,000
178,125
59,375
1,187,500

80.00%
15.00%
5.00%
100.00%

(3)

Second Capital Increase
On October 28th, 2024, the board of directors of Ribocure Pharmaceuticals AB resolved to
propose a targeted issue of 65,500 new shares to GAN Liming at the par value of the shares,
and the extraordinary general meeting approved the targeted issue plan. Upon completion of
this capital increase, the equity structure was as follows:

(4)

No.

Name of Shareholder

1
2
3

Suzhou Ribo Life Science Co., Ltd.
Adstella Holding AB
GAN Liming
Total

Number of Shares

Shareholding Ratio

950,000
178,125
124,875
1,253,000

75.82%
14.21%
9.97%
100.00%

Third Capital Increase
On June 13th, 2025, Ribocure Pharmaceuticals AB entered into the Share Subscription
Agreement with Erik Selin Fastigheter AB and Co Activate AB (subsequently renamed Next
Step Capital AB), pursuant to which the latter parties subscribed for a total of 636,139 newly
issued shares for a total consideration of US$33.0 million. Upon completion of this capital
increase, the equity structure was as follows:
No.

Name of Shareholder

1
2
3
4
5

Suzhou Ribo Life Science Co., Ltd.
Erik Selin Fastigheter AB
Adstella Holding AB
GAN Liming
Next Step Capital AB
Total

Number of Shares

Shareholding Ratio

950,000
616,862
178,125
124,875
19,277
1,889,139

50.29%
32.65%
9.43%
6.61%
1.02%
100.00%

As at the valuation reference date, no change had occurred in the equity structure of Ribocure
Pharmaceuticals AB.
The Evaluated party entered into a share transaction subsequent to the valuation reference
date. On 2 October 2026, GAN Liming entered into a Transfer Note with LMG Invest AB,
agreed to transfer 124,875 shares in Ribocure Pharmaceuticals AB held by him to LMG
Invest AB at a transfer price of SEK 124,875. Upon completion of this share transfer, the
equity structure was as follows:
No.

Name of Shareholder

1
2
3
4
5

Suzhou Ribo Life Science Co., Ltd.
Erik Selin Fastigheter AB
Adstella Holding AB
LMG Invest AB
Next Step Capital AB
Total

Number of Shares

Shareholding Ratio

950,000
616,862
178,125
124,875
19,277
1,889,139

50.29%
32.65%
9.43%
6.61%
1.02%
100.00%

As of the date of issuance of this report, there has been no further change to the shareholding
structure of Ribocure Pharmaceuticals AB.
I-7

3.

Business Overview of the Enterprise

(1)

Company Overview
Ribocure Pharmaceuticals AB is a clinical-stage biotechnology company established in
Sweden in 2022, with its registered address at Vetenskapens gränd 11, Mölndal, Göteborg,
Sweden, and company registration number 559366-4377. The Company has approximately 40
to 50 employees.
Ribocure is a subsidiary and the international Research and Development centre of Suzhou
Ribo Life Science Co., Ltd., undertaking core functions in global clinical development and
business development on behalf of the parent company.

(2)

Company Positioning and Mission
Ribocure focuses on innovative oligonucleotide therapies, in particular the global clinical
development and translational research of small interfering RNA (siRNA) drugs, and is
committed to building a world-leading RNA therapeutics research and development company
in therapeutic areas with high unmet medical needs, including cardiovascular, metabolic,
hepatic, renal and neurodegenerative diseases.
The Company adopts a distinctive integrated “Bench-to-Bedside” operating model and has
established an integrated facility housing R&D departments, in vitro human cell laboratories
and a dedicated Phase II clinical trial unit (Ribocure Clinic) within the GoCo Clinic building
at GoCo Health Innovation City in Göteborg, Sweden. This facility aims to substantially
shorten the development cycle from drug discovery to clinical validation.

(3)

Technology Platforms and Core Competitiveness
Leveraging the vertically integrated oligonucleotide drug R&D platform built by Ribo
Life Science, Ribocure possesses full-value-chain capabilities spanning sequence design,
high-throughput screening, chemical modification optimization, delivery technology
development and large-scale commercial CMC manufacturing. The core technologies include:
①

RIBO-GalSTAR™ liver-targeting delivery technology: based on GalNAc conjugation
technology, it enables efficient and specific delivery of siRNA drugs to liver tissue;

②

Multi-target siRNA platform: supports the development of dual-target and multi-target
siRNA drugs to realise a differentiated therapeutic strategy of “one injection, multiple
therapeutic effects”;

③

Extrahepatic delivery technology platform: delivery technologies targeting non-hepatic
tissues such as the central nervous system (CNS) are under development, expanding the
boundaries of indications.

I-8

(4)

Product Pipeline and Commercialization Prospects
The company currently owns 5 in-house preclinical-stage projects and 2 major out-licensing
collaborations, covering major indications such as dyslipidaemia, thrombotic diseases,
alcohol use disorder (AUD), Alzheimer’s disease (AD) and metabolic dysfunction-associated
steatohepatitis (MASH/NASH). The key parameters of each project are as follows:

4.

Pipeline

Target

Project Stage

SR122
SR126
SR118
SR128
SR096
BI collaboration
Madrigal collaboration

PCSK9+APOC3
PCSK9+Lp(a)
Not disclosed
Not disclosed
Thrombosis-related Factor
6 targets
6 targets

IND-enabling
MS2
MS2
MS2
IND-enabling
Preclinical
Preclinical

Proportion of
Interest Held by
Ribocure Indication

Expected Launch Date

90% Dyslipidaemia
90% Dyslipidaemia
90% Alcohol use disorder
90% Alzheimer’s disease
90% Thrombotic diseases
10% MASH/NASH
10% MASH/NASH

December 2036
June 2038
June 2037
January 2041
October 2037
January 2033
January 2033

Assets, Financial and Operating Conditions in Recent Years
The financial position and operating results of the company for the past one year and the
current period are summarized as follows:

Unit: Ten Thousand SEK
Items
Total assets
Total liabilities
Total owners’ equity
Items

December 31st, 2025

June 30th, 2026

42,016.69
7,454.36
34,562.33

44,266.57
7,605.99
36,660.58

2025 January to June 2026

Operating income
Net profit/(loss) before tax
Net profit/(loss) after tax

13,291.15
-1,129.32
-1,129.32

15,621.21
2,251.00
2,098.25

The financial data of the Evaluated Party for the past one year and the current period are
extracted from the financial statements confirmed by the enterprise with its seal.

I-9

3.

Other Users of the Valuation Report Agreed in the Valuation Engagement Letter
The valuation engagement letter stipulates that there are no other users of the valuation
report.
Except for the Client, other users of the valuation report agreed in the valuation engagement
letter and users of the valuation report stipulated by laws and administrative regulations, any
other organizations and individuals cannot be valuation report users.

II.

Valuation Purpose
Suzhou Ribo Life Science Co., Ltd. intends to acquire the equity interests of Ribocure
Pharmaceuticals AB through the issue of additional shares. Accordingly, a valuation of the
entire equity interest value of the shareholders of Ribocure Pharmaceuticals AB is required to
provide a value reference basis for the aforementioned economic activity.

III. Valuation Subject and Valuation Scope

1.

Overview of the Valuation Subject and Valuation Scope
The subject of this valuation is value of the entire shareholders ’ equity of Ribocure
Pharmaceuticals AB.
The valuation scope of this valuation is all the assets and liabilities of Ribocure
Pharmaceuticals AB, including current assets, fixed assets, right-of-use assets, intangible
assets and liabilities. The book value of total assets is SEK 442,665,701.05, the book value
of total liabilities is SEK 76,059,915.80, and the book value of owners’ equity is SEK
366,605,785.25.

2.

Overview of Major Assets within the Valuation Scope
The major assets within the valuation scope include current assets, fixed assets, right-of-use
assets and intangible assets.
Current assets mainly include cash and cash equivalents, accounts receivable, prepayments,
other receivables and other current assets.

I-10

Fixed assets (equipment) comprise machinery and equipment, and electronic and other
equipment, totalling 1,399 units (sets), with an original book value of SEK 15,816,008.27 and
a book value of SEK 7,023,300.27, all in normal working condition.
Right-of-use assets are premises leased by the company, comprise 2 items, with a book value
of SEK 12,046,840.93.
Intangible assets (other intangible assets) comprise 17 items, consisting of 10 patent
applications, 5 self-developed preclinical-stage projects and 2 major out-licensing
collaborations, none of which are reflected on the books. Details are as follows:
The company currently owns 5 in-house preclinical-stage projects and 2 major out-licensing
collaborations, covering major indications such as dyslipidaemia, thrombotic diseases,
alcohol use disorder (AUD), Alzheimer’s disease (AD) and metabolic dysfunction-associated
steatohepatitis (MASH/NASH). The key parameters of each project are as follows:

Pipeline

Target

Project Stage

SR122
SR126
SR118
SR128
SR096
BI collaboration
Madrigal collaboration

PCSK9+APOC3
PCSK9+Lp(a)
Not disclosed
Not disclosed
Thrombosis-related Factor
6 targets
6 targets

IND-enabling
MS2
MS2
MS2
IND-enabling
Preclinical
Preclinical

1.

Proportion of
Interest Held by
Ribocure Indication
90% Dyslipidaemia
90% Dyslipidaemia
90% Alcohol use disorder
90% Alzheimer’s disease
90% Thrombotic diseases
10% MASH/NASH
10% MASH/NASH

Expected Launch Date
December 2036
June 2038
June 2037
January 2041
October 2037
January 2033
January 2033

SR122: The pipeline technology is an in-house developed fixed-ratio combination
product of siRNA product of the Company. Formulated at the optimal ratio identified
through clinical exploration, it simultaneously targets and silences PCSK9 and
APOC3 mRNA upon a single administration, reducing the protein expression levels of
PCSK9 and apolipoprotein C3 (APOC3), thereby synergistically lowering low-density
lipoprotein cholesterol (LDL-C) and triglyceride (TG) levels. The proposed indications
include hypertriglyceridaemia, mixed hyperlipidaemia and other dyslipidaemia-related
diseases. Compared with existing single-target lipid-lowering drugs, a single
administration of SR122 enables dual-pathway intervention to achieve “co-management
of LDL-C and TG ” , addressing unmet clinical needs among patients with mixed
dyslipidaemia whose conditions are poorly controlled by existing therapies. In addition,
the product features strong liver-targeting specificity, low administration frequency and
long-lasting efficacy, which can effectively remedy the limitations of existing drugs.

I-11

Details of the principal invention patent applications involved in this technology are as
follows:
Applicant

Application No.

Ribocure

PCT/CN2025/120674 Oligonucleotides,
2025/9/11
oligonucleotide conjugates
and compositions and uses
thereof
PCT/EP2025/083799 Oligonucleotides,
2025/11/21
oligonucleotide conjugates
and compositions and uses
thereof
EP26163647.6
A pharmaceutical composition 2026/3/10
and uses thereof

Ribocure

Ribocure
2.

Title of Patent

Filing Date

Date of Grant
Publication
Jurisdiction

Patent Status

/

PCT

Application under
examination

/

PCT

Application under
examination

/

Europe

Application under
examination

SR126: The pipeline technology is an in-house developed GalNAc-conjugated
dual-target siRNA drug. By simultaneously targeting and silencing PCSK9 and
LPA mRNA, it reduces LDL-C while significantly reducing lipoprotein(a) [Lp(a)]
levels. The proposed indication is dyslipidaemia-related diseases, particularly for
patients with persistently elevated Lp(a) and high residual cardiovascular risk despite
existing lipid-lowering treatment. Lp(a) levels are mainly genetically determined, and
conventional lipid-lowering drugs such as statins have limited intervention effects.
SR126 directly silences the Lp(a)-synthesizing gene through a small nucleic acid
mechanism, filling the clinical gap of lack of effective targeted therapies for Lp(a), and
also features strong liver-targeting specificity and durable efficacy.

Details of the principal invention patent applications involved in this technology are as
follows:
Applicant

Application No.

Ribocure

PCT/EP2025/086755 Oligonucleotides,
2025/12/12
oligonucleotide conjugates
and compositions and uses
thereof
EP26163642.7
Oligonucleotide constructs 2026/3/10
and preparation methods
and uses thereof

Ribocure

Title of Patent

Filing Date

I-12

Date of Grant
Publication
Jurisdiction

Patent Status

/

PCT

Application under
examination

/

Europe

Application under
examination

3.

SR118: The pipeline technology is an in-house developed Lipid-conjugated siRNA
drug. This drug induces alcohol aversion in patients, thereby reducing alcohol craving
and intake. The proposed indication is alcohol use disorder (for alcohol cessation).
Currently, commonly used anti-alcohol medications such as naltrexone and acamprosate
generally suffer from limited efficacy, poor adherence and prominent side effects.
SR118 intervenes in the alcohol dependence pathway via a novel ALDH2 target and
features the high specificity and durable efficacy of small nucleic acid therapeutics,
and is expected to provide long-acting treatment with better adherence for patients with
alcohol dependence.

Details of the principal invention patent applications involved in this technology are as
follows:
Applicant

Application No.

Ribocure

PCT/EP2026/061658 Oligonucleotides,
2026/4/23
oligonucleotide conjugates
and compositions and uses
thereof

4.

Title of Patent

Filing Date

Date of Grant
Publication
Jurisdiction
/

PCT

Patent Status
Application under
examination

SR128: The pipeline technology is an in-house developed small nucleic acid (siRNA)
drug. The proposed indication is Alzheimer’s disease (AD). SR128 delivers diseasemodifying therapy at the gene expression level, demonstrating the clinical potential of
long-acting inhibition and low-frequency dosing.

Details of the principal invention patent applications involved in this technology are as
follows:
Applicant

Application No.

Ribocure

PCT/CN2025/121136 Oligonucleotides,
2025/9/12
oligonucleotide conjugates
and compositions and uses
thereof
PCT/EP2025/083797 Oligonucleotides,
2025/11/21
oligonucleotide conjugates
and compositions and uses
thereof

Ribocure

5.

Title of Patent

Filing Date

Date of Grant
Publication
Jurisdiction

Patent Status

/

PCT

Application under
examination

/

PCT

Application under
examination

SR096: The pipeline technology is an in-house developed GalNAc-conjugated siRNA
drug. Compared with existing antithrombotic drugs such as warfarin, SR096 features
“bleeding-thrombosis decoupling” with substantially lower bleeding risk..It also has
strong liver-targeting specificity and durable efficacy, and is expected to offer a safer
and more convenient therapeutic option for long-term thromboprophylaxis.

I-13

Details of the principal invention patent applications involved in this technology are as
follows:
Applicant

Application No.

Title of Patent

Filing Date

Ribocure

EP26163644.3

Ribocure

EP26163649.2

Oligonucleotides,
2026/3/10
oligonucleotide conjugates
and compositions and uses
thereof
Oligonucleotides,
2026/3/10
oligonucleotide conjugates
and compositions and uses
thereof

Date of Grant
Publication
Jurisdiction

Patent Status

/

Europe

Application under
examination

/

Europe

Application under
examination

For the above 5 in-house pipelines, pursuant to the Research and Collaboration Agreement
entered into between Ribocure and Suzhou Ribo Life Science Co., Ltd., the two parties
have agreed to conduct collaborative R&D and commercialization of the relevant in-house
pipelines. Under the internal entitlement allocation guidance formulated by management, the
Company allocates internal value and R&D costs of the in-house pipelines at a ratio of 90%
for Ribocure and 10% for Ribo.
6.

BI/Madrigal Collaboration Projects
Ribocure has entered into two major out-licensing collaborations for RNAi/siRNA
therapeutics. The first is the Collaboration and License Agreement with Boehringer
Ingelheim (BI), under which BI obtains a global exclusive licence, under Ribo ’ s
RIBO-GalSTAR™ GalNAc-siRNA technology platform, for up to six Nominated
Targets for the research, development and commercialization of compounds and
products, covering cardio-renal-metabolic areas, in particular NASH/MASH. The
second is the Exclusive License and Option Agreement with Madrigal, under
which Madrigal obtains a global exclusive licence, under Ribo ’ s liver-targeting
GalNAc-siRNA platform, for six preclinical siRNA programs for MASH treatment.
Overall, both agreements are centred on Ribocure’s RNAi/siRNA platform and GalNAc
liver-targeting delivery technology and cover metabolic liver disease areas such as
MASH/NASH. The collaboration targets are described in detail below:
Targets under BI/Madrigal Collaboration: MASH is a severe chronic liver disease
triggered by metabolic dysfunction, which may progressively advance to liver
fibrosis, cirrhosis, liver failure and even hepatocellular carcinoma, and is one of the
leading causes of liver transplantation globally. Data show that MASH patients with
moderate-to-severe liver fibrosis (F2-F3) have a 10-17 times higher liver-related
mortality rate than patients without fibrosis, the figure rises to 42 times for patients
with cirrhosis (F4). MASH is an independent risk factor for cardiovascular disease
and becomes the leading cause of death in patients. The global prevalence of MASH
continues to rise, and the patient pool with moderate-to-severe fibrosis or compensated
cirrhosis (F2-F4c) keeps expanding. There is an urgent clinical demand for innovative
therapies with multiple mechanisms and high efficacy, indicating substantial market
potential.

I-14

Pursuant to the Memorandum of Understanding entered into between Ribo and
Ribocure, Ribo intends to leverage Ribocure’s global business development capabilities
over the next ten years to out-license its platform technologies and assets to third parties
outside China (such as multinational pharmaceutical companies) via BD Transactions.
Ribocure shall utilise its global business development capabilities to assist in facilitating
such licensing transactions.
For revenue generated from such BD Transactions, the parties agree to share proceeds
at a ratio of 10% to Ribocure and 90% to Ribo, based on Ribocure’s contribution in the
business development process and with reference to industry practice, i.e. Ribocure is
entitled to 10% of the proceeds and Ribo to 90%.
IV. Bases of Value
In consultation with the Client and considering the valuation purpose, market conditions, the
specific circumstances of the valuation subject and other factors, the market value has been
selected as the appropriate bases of value for this valuation.
Market Value is defined as the estimated amount for which the valuation subject would
exchange between a willing buyer and a willing seller, both acting rationally and without
compulsion, in an arm’s length transaction as at the valuation reference date.
V.

Valuation Reference Date
The valuation reference date of is June 30th, 2026.
The valuation reference date was determined by the Client considering the realization of
the economic actions, the end of the accounting period, and changes in interest rates and
exchange rates.

VI. Valuation Basis

1.

Ownership Basis
1.

Notice of Acceptance of Patent Application;

2.

Contracts or vouchers for the purchase of important assets;

3.

Other Proof of Ownership Documents.

I-15

2.

3.

Pricing Basis
1.

Manual of Common Methods and Parameters for Asset Appraisal, published by China
Machine Press;

2.

Overseas mechanical and electrical product price enquiry system;

3.

Data on Swedish government bond yields and loan interest rates;

4.

The central parity rate of exchange rates published by the China Foreign Exchange
Trade System as authorized by the People’s Bank of China;

5.

Selected contracts and agreements and so on provided by the company;

6.

Future revenue forecast materials provided by the company’s management;

7.

Statistical analysis materials on national macroeconomics, industries, regional markets
and the company;

8.

Publicly disclosed information from comparable listed companies in the same industry;

9.

Other relevant pricing bases.

Additional Supporting References
1.

Asset lists and valuation declaration forms provided by the company;

2.

Original financial statements, ledgers and accounting vouchers provided by the
company;

3.

Operational information and materials provided by the company;

4.

Site investigation records and other relevant information and materials collected;

5.

Technical database of JZ (Shanghai) Assets Appraisal Co., Ltd.;

6.

International Financial Reporting Standards (IFRS) and relevant Swedish accounting
standards in force as at the valuation reference date;

7.

Other relevant reference bases.

I-16

VII. Valuation Methods

1.

Selection of Valuation Methods
The primary valuation methods for business valuation include the Income Approach, Market
Approach, and Asset-based Approach.
Income Approach: Estimates the value of the subject asset by capitalizing or discounting
its expected future benefits. Common methods under this approach include the Dividend
Discount Method and Discounted Cash Flow (DCF) Method.
Market Approach: Determines value by comparing the subject asset with similar listed
companies or transaction cases. Widely used methods include the Public Company
Comparison Method and Transaction Comparison Method.
Asset-based Approach: Determines value based on the evaluated party ’ s balance sheet
as of the valuation reference date, assessing both on-balance-sheet and identifiable
off-balance-sheet assets and liabilities to determine value.
Based on the valuation purpose, valuation subject, bases of value, data availability, and
applicability of the three primary methods, the Asset-based Approach was selected for this
valuation. The reasons for the selection of valuation methods are as follows:
Reason for adopting the Asset-based Approach: The on-balance-sheet assets and liabilities
and the material off-balance-sheet assets of the Evaluated Party as at the valuation reference
date can be identified and separately valued using appropriate methods, and therefore the
Asset-based Approach is applicable.
Reason for not adopting the Market Approach: The Evaluated Party is primarily engaged
in the research and development of small nucleic acid drugs with a limited business scale
and no commercially launched products to date. Its overall scale differs materially from that
of global listed peers with comparable business focus, resulting in limited comparability.
Furthermore, due to the underdeveloped property transaction market and insufficient
public disclosure of transaction information, adequate comparable transaction cases of peer
enterprises cannot be obtained. Accordingly, the Market Approach is not applicable to this
valuation.
Reason for not adopting the Income Approach: The Evaluated Party operates in the
pharmaceutical research and development industry and maintains a large portfolio of
product pipelines under development. Except for a few pipelines with relatively advanced
development progress, the majority of pipelines are at early R&D stages, with highly
uncertain future risks and economic returns. Given the substantial unpredictability of the
Company ’s future overall profitability and associated risks, a reliable forecast of future
financial performance cannot be established. Therefore, the Income Approach is not
applicable for valuing the enterprise as a whole. Nevertheless, for individual identifiable
intangible assets ( pipelines under development and out-licensing rights), their future
economic benefits can be reasonably quantified under specific assumptions, and derivative
models of the Income Approach are therefore adopted for their individual valuation.

I-17

VIII. Valuation procedure implementation process and status
The process and status of implementation of the major valuation procedures from engagement
acceptance to the issuance of the valuation report are as follows:

1.

Defining Engagement Fundamentals
Initial discussions were held with the Client to clarify the essential aspects of the engagement,
including the identification of all relevant parties (1) the Client, property owner, and other
users of the valuation report besides the Client, (2) the purpose of the valuation, (3) the
subject and scope of the valuation, (4) the base of value, (5) the valuation reference date, (6)
approval status of the economic transaction requiring authorization related to the valuation
project, (7) scope of use of the valuation report, (8) submission deadline and method of the
valuation report, (9) valuation service fees and payment terms, (10) key matters requiring
clarification, including cooperation and assistance between the client, other relevant parties,
and the Valuation Firm and its Valuation Professionals.

2.

Executing the Engagement Letter
Based on the fundamental aspects of the engagement, analyze and evaluate whether to
undertake the project. Upon deciding to proceed, a formal valuation engagement letter was
executed with the client. This agreement outlined the rights and obligations of both parties,
breach liabilities, and mechanisms for dispute resolution.

3.

Preparation of Valuation Plans
Prepare a valuation plan based on the specifics of the valuation operation, including the main
processes and time schedules for the implementation of the valuation operation, and staffing
arrangements.

4.

Survey of the Valuation Subject
Use appropriate means to investigate the subject of valuation, obtain information needed for
the valuation business, and understand the status of valuation subject.

5.

Collection and Organization of Valuation Materials
According to the specific conditions of the valuation business, collect the materials required
for the valuation business, mainly including: (1) information provided by the client or other
relevant parties concerning the subject of valuation and the scope of valuation; (2) other
information obtained from governmental departments, various professional organizations
and the market and other channels. The information collected is analyzed, summarized and
organized according to the specific conditions of the valuation business to form the basis for
assessment and estimation and preparation of the valuation report.

I-18

6.

Formation of Valuation Conclusions
The applicability of each valuation method is analyzed, and valuation methods are selected
based on the purpose of valuation, valuation subject, base of value, and collection of
information. On this basis, according to the valuation methods adopted, the corresponding
formulas and parameters are selected for analysis, calculation and judgment to form the
measurement results, and the measurement results formed are comprehensively analyzed to
form the valuation conclusion.

7.

Preparation and Issuance of the Valuation Report
The Valuation Professional prepares a preliminary valuation report after assessing and
estimating to form a valuation conclusion. The valuation firm conducts an internal review
of the preliminary valuation report in accordance with its internal quality control system.
After the project leader modifies and improves the preliminary valuation report in accordance
with the internal review opinions, the project leader communicates with the Client or other
relevant parties agreed by the Client on the relevant content of the valuation report without
affecting the independent judgment of the valuation conclusions, and issues and submits
the formal valuation report after making reasonable improvements to the valuation report
according to the communication results.

IX. Valuation Assumption
The analysis and calculations in this valuation report are based on the following assumptions:

1.

2.

General Assumptions
1.

Transaction assumption: it is assumed that all assets to be valued are already in the
process of being traded, and the Valuation Professionals simulate the market for the
valuation based on, for example, the trading conditions of the assets to be valued. The
transaction assumption is one of the most basic premise assumptions for valuation.

2.

Open market assumption: it is assumed that assets can be bought and sold freely in a
fully competitive market, and the price depends on the value judgment of independent
buyers and sellers of the assets under the supply condition of a certain market.

3.

Going concern assumption: it is assumed that the business activities of a business entity
can be continued continuously, and the business activities of the entity will not be
suspended or terminated in the foreseeable future.

Specific Assumptions
1.

It is assumed that the laws and regulations, macroeconomic situation, or political,
economic and social environment of the country and region in which the Evaluated
Party is located will remain materially unchanged post-valuation date.

2.

No significant changes to national macroeconomic, industrial, or regional development
policies are anticipated beyond publicly disclosed adjustments.

I-19

3.

Tax policies, credit regulations, interest rates, exchange rates, and government-mandated
fees are expected to remain stable, with no material alterations affecting the evaluated
party.

4.

The current management team is assumed to remain competent, stable, and capable of
fulfilling their roles post-valuation date.

5.

The evaluated party is presumed to comply fully with all applicable laws and
regulations, with no material non-compliance impacting operations or revenue.

6.

All foundational, financial, and operational data provided by the client and evaluated
party are assumed to be accurate, complete, and reliable.

7.

No force majeure events or unforeseen factors are expected to materially adversely
affect the evaluated party after the valuation reference date.

8.

Accounting policies applied post-valuation date are assumed to align substantially with
those used in this report.

9.

The evaluated party’s business scope, operational methods, and structure are expected to
remain consistent with current practices, excluding potential impacts from unforeseeable
changes in management, strategy, or market conditions.

10.

Given the long clinical trial cycles and high uncertainties associated with the research
projects under development of the Evaluated Party’ s projects under development,
the R&D success rates in this valuation are determined based on industry statistics,
and the R&D timelines are confirmed by analysing the R&D progress benchmarks
in the pharmaceutical industry and the project timelines forecasts provided by the
management. This valuation assumes that the drug technology productisation progress,
timing of investment and investment costs of the Evaluated Party ’ s projects under
development will proceed in accordance with the R&D plan as at the valuation reference
date, and that there will be no material changes affecting the R&D progress.

11.

Assume that the cash inflows of the evaluated party after the valuation reference date
are average inflows, and the cash outflows are average outflows.
The valuation conclusions of this valuation report are established as of the valuation
reference date under the above assumptions, and when the above assumptions change
significantly, this valuation organization will not be responsible for deriving different
valuation conclusions as a result of the change in the assumptions.

I-20

X.

Valuation Calculation Process

1.

Cash and Cash Equivalents

a)

Bank deposits
The book value of bank deposits is SEK 276,780,244.03, held in 7 bank accounts. Bank
deposits are valued at their book value. For foreign currency accounts, the value is
determined on the basis of the amount in the original currency converted into SEK at the
foreign exchange quotation as at the valuation reference date.
The valuation of bank deposits is SEK 276,780,244.03.
The total valuation of cash and cash equivalents is SEK 276,780,244.03.

2.

Accounts Receivable
The gross book balance of accounts receivable is SEK 102,605,003.39, with allowance
for bad debts of zero, resulting in a net book value of SEK 102,605,003.39. These are
intercompany receivables from related parties.
The Valuation Professionals analyse the amount, ageing, reasons for outstanding balances,
collection status, debtors’ financial position, credit profile and operational status based
on historical records and on-site investigations, and determine the value according to the
recoverable amount of each receivable.
All accounts receivable of the Company are due from related parties with short ageing,
mostly within one year. The risk of bad debt loss is considered minimal, and the estimated
bad debt risk loss for valuation purposes is zero.
The valuation of accounts receivable is SEK 102,605,003.39.

3.

Prepayments
The book value of prepayments is SEK 42,952,498.45, mainly comprising prepaid R&D
expenses and rental fees. Prepayments are valued at book value.
The appraised value of prepayments is SEK 42,952,498.45.

4.

Other Receivables

a)

Other Receivables –other receivables
The gross book balance of other receivables is SEK 5,533.00, with allowance for bad debts of
SEK 193.74, and a net book value of SEK 5,339.26, representing staff advances and similar
items.
After verification of other receivables, the Valuation Professionals analyse the amount,
ageing, reasons for outstanding balances, collection status, debtors’ financial position, credit
profile and operational status based on historical records and on-site investigation, and
determine the value according to the recoverable amount of each receivable.
I-21

For portions of other receivables unlikely to be fully recovered where the irrecoverable
amount cannot be reliably quantified, the ageing analysis method is adopted. The estimated
bad debt risk loss ratio is determined based on receivable ageing and historical collection
performance, to calculate the bad debt risk loss, as set out in the table below:
Unit: SEK
Ageing

Gross Book
Balance

Bad Debt Risk
Loss Ratio

Bad Debt Risk
Loss Amount

5,533.00
5,533.00

3.50%
3.50%

193.74
193.74

Less than 1 year
Total

Based on the above method, the estimated bad debt risk loss on other receivables for
valuation purposes is SEK 193.74. Valuation equals gross book balance less estimated bad
debt risk loss. The originally accrued book allowance for bad debts of SEK 193.74 is valued
at zero.
Valuation of other receivables – other receivables is SEK 5,339.26.
Total valuation of other receivables is SEK 5,339.26.

5.

Other Current Assets
The book value of other current assets was SEK 1,252,474.72, representing deductible input
VAT. Other current assets are valued at book value.
The valuation of other current assets is SEK 1,252,474.72.

6.

Fixed Assets – Equipment

a)

Valuation Scope
Equipment assets within the scope of this valuation include machinery and electronic
equipment. The quantity and book value of each category of equipment as of the valuation
base date are shown in the table below:
Unit: SEK
Equipment Category
Machinery
Electronic and Other Equipment
Total

Quantity
(Units/Sets)

Gross Book
Original Cost

Net
Book Value

Impairment
Allowance

Book Value

50
1,349
1,399

5,367,389.56
10,448,618.71
15,816,008.27

2,423,876.56
4,599,423.71
7,023,300.27

0.00
0.00
0.00

2,423,876.56
4,599,423.71
7,023,300.27

I-22

b)

Equipment Overview
The Company owns a total of 1,399 units/sets of equipment, classified into machinery and
electronic & other equipment by function:
(1)

Machinery: 50 units/sets, mainly including Siemens, EC Sense ECG System, CFX Opus
96, Spectramax Quickdrop Micro-Volume and other laboratory instruments, primarily
located in laboratories.

(2)

Electronic and Other Equipment: 1,349 units/sets, including computers, servers and
furniture, mainly located in office buildings.

The Company depreciates equipment on the straight-line basis. Depreciation policies for each
category of equipment are as follows:

Equipment Category
Machinery
Electronic and Other Equipment

c)

Valuation Method

(1)

Rationale for Method Selection

Useful Life

Residual
Value Rate

Annual
Depreciation
Rate

5 years
5 years

0%
0%

20.00%
20.00%

Based on the valuation subject, type of value and data availability, the applicability of the
three fundamental asset valuation approaches (cost approach, market approach and income
approach) is analysed, and the method is selected as follows:
Transactions in the domestic second-hand equipment market are inactive and sufficient
comparable second-hand equipment transaction cases cannot be obtained; therefore, the
market approach is not applicable. The subject equipment is used as part of the Company’s
overall operation and generally cannot generate independent income, or such income
cannot be quantified; therefore, the income approach is not applicable. Sufficient data and
information are available to determine the replacement cost of equipment, and depreciation
arising from various forms of obsolescence can also be estimated. Accordingly, the cost
approach is adopted for equipment valuation.
(2)

Introduction to Cost Approach
The basic formula of the Cost Approach valuation is as follows:
Value = Replacement Cost × Comprehensive Depreciation Rate

I-23

A.

Determination of Replacement Cost
1)

Replacement Cost of Machinery
The formula for calculating the replacement cost of machinery is as follows:
Replacement Cost = Equipment Purchase Price + Freight + Installation Fee +
Foundation Cost + Capital Cost
①

Equipment Purchase Price
The purchase price is determined by adjusting the original purchase price to reflect
market changes and the impact of technological advancement on equipment prices.

②

Freight
Freight includes transportation, loading, handling and other charges incurred
during transit. Calculated by applying a freight rate to the equipment purchase
price:
Freight = Equipment Purchase Price × Freight Rate
No additional freight will be charged where transportation expenses are already
included in the purchase price.

③

Installation Fee
Installation fee covers labour, materials and machinery costs for equipment
installation, calculated by applying an installation rate to the equipment purchase
price:
Installation Fee = Equipment Purchase Price × Installation Rate
No installation fee is considered for equipment requiring no installation.

④

Foundation Cost
Foundation cost represents labour, materials and machinery expenses for
constructing equipment foundations, calculated by applying a foundation rate to
the equipment purchase price:
Foundation Cost = Equipment Purchase Price × Foundation Rate
No foundation cost is recognised for equipment requiring no foundation.
No double-counting for equipment whose foundation has been considered in the
valuation of buildings.
For equipment with simple processes requiring only minor commissioning before
use, preliminary and other related expenses are not included.

I-24

⑤

Capital Cost
For equipment with long construction cycles and large investment amounts,
capital cost is calculated on the assumption of evenly committed funds, based
on the aggregate of purchase price, freight, installation fee and foundation cost,
reasonable construction period and corresponding loan interest rate:
Capital Cost = (Equipment Purchase Price + Freight + Installation Fee +
Foundation Cost) × Loan Interest Rate × Reasonable Construction Period × 1/2
No capital cost is recognised for equipment with short construction cycles and
small investment amounts.

2)

Replacement Cost of Electronic Equipment
Formula for replacement cost of electronic and other equipment:
Replacement Cost = Current Market Price of Equipment

B.

Determination of Comprehensive Depreciation Rate

a)

Determination of the Depreciation Rate of Machinery
For high-value machinery, the comprehensive depreciation factor is determined by adjusting
the theoretical depreciation factor derived from the age-life method combined with various
relevant factors. The formula is as follows:
Comprehensive Depreciation Rate = Theoretical Depreciation Rate × Adjustment Coefficient
Where:
Theoretical Depreciation Rate = (Economic Useful Life – Used Life) ÷ Economic Useful Life
× 100%
Adjustment Coefficient = K1 × K2 × K3 × K4 × K5
The adjustment factors include the original manufacturing quality of the equipment (K1),
maintenance condition (K2), operating status and failure frequency of the equipment (K3),
utilization rate of the equipment (K4), and environmental condition of the equipment (K5),
determined based on site inspection findings.

b)

Determination of the Depreciation Rate of Electronic and Other Equipment
For low-value general electronic and other equipment, the age-life method is directly applied
to determine the depreciation factor. The formula is as follows:
Depreciation Rate = (Economic Useful Life – Used Life) ÷ Economic Useful Life × 100%

I-25

d)

Valuation Examples
Example 1: Fixed Assets – Machinery, Item No.13 in Equipment Valuation Schedule
Asset Name: CHEMIDOC MP IMAGING INSTRUMENT
Model: 734BR7331
Manufacturer: Bio-Rad Laboratories AB
Commissioning Date: 28th September 2023
Original Cost: SEK 351,789.00
Book Value: SEK 152,445.00

(1)

Determination of Replacement Cost
This is an imported machine, and the formula for calculating the replacement cost is as
follows:
Replacement Cost = Equipment Purchase Price + Freight + Installation Fee + Foundation
Cost + Capital Cost
The method for determining the main parameters for calculating the replacement cost is as
follows:
①

Equipment Purchase Price
Review of original purchase contracts and invoices shows original purchase price of
SEK 351,789.00. Consultation with procurement and equipment managers indicates
market prices for comparable equipment have declined due to technological progress.
The recent market price as of valuation base date is determined as SEK 337,000.00.

②

Freight, Installation Fee and Foundation Cost
The purchase price includes freight. No foundation or installation is required, therefore,
no freight and miscellaneous charges, installation fee or foundation fee are calculated.

③

Capital Cost
The supply period of this equipment is short; therefore, no capital cost is calculated.
Upon calculation, the replacement cost of this equipment is SEK 337,000.00.

I-26

(2)

Determination of the Depreciation Rate

①

Theoretical Depreciation Rate
Referring to Manual of Common Methods and Parameters for Asset Appraisal and
interviews with equipment management staff, the economic useful life for such equipment
is approximately 18 years. The equipment has been in use for 2.83 years as at the valuation
reference date. The theoretical depreciation rate is calculated as follows:
Theoretical Depreciation Rate = (Economic Useful Life – Used Life) ÷ Economic Useful Life
× 100%
=(18－2.83)÷18×100%
=84.28%

②

Adjustment Coefficient
Item

Symbol

Original manufacturing
quality
Maintenance condition

③

Value Description

K1

1.0 Average quality compared with similar
equipment
1.0 Average maintenance level compared
with similar equipment
1.0 Average performance compared with
similar equipment
1.0 Average utilisation compared with
similar equipment
1.0 Average operating environment
compared with similar equipment
1.0 K＝K1×K2×K3×K4×K5

K2

Operating status & failure
frequency
Utilisation rate

K3

Environmental condition

K5

Adjustment Coefficient

k

K4

Comprehensive Depreciation Rate
Comprehensive Depreciation Rate = Theoretical Depreciation Rate × Adjustment Coefficient
= 84.28% ×1.00
= 84% (rounded)

(3)

Determination of the value
Value = Replacement Cost × Comprehensive Depreciation Rate
=337,000.00 ×84%
=SEK 283,080.00

I-27

Example 2: Fixed Assets – Electronic and Other Equipment, Item No. 105 in Equipment
Valuation Schedule
Asset Name: Lenovo Thinkpad E15
Model: E15
Manufacturer: Lenovo Co., Ltd.
Commissioning Date: 20th April 2023
Original Cost: SEK 11,190.00
Book Value: SEK 3,913.00
(1)

Determination of Replacement Cost
The formula for calculating the replacement cost is as follows:
Replacement Cost = Equipment Purchase Price + Freight + Installation Fee + Foundation
Cost + Capital Cost

①

Equipment Purchase Price
Original purchase price from contract and invoice: SEK 11,190.00. Based on price trend
analysis of comparable equipment, the recent market price as at valuation reference date is
SEK 9,200.00.

②

Freight, Installation Fee and Foundation Cost
Purchase price includes freight and installation; no foundation required, therefore, no freight
and miscellaneous charges, installation fee or foundation fee are calculated.

③

Capital Cost
This equipment is supplied from stock; therefore, no capital cost is calculated.
Upon calculation, the replacement cost is SEK 9,200.00.

I-28

(2)

Determination of Depreciation Rate
For general electronic and other equipment with relatively low value, the useful-life method
is directly adopted. With reference to the Manual of Common Methods and Parameters for
Asset Appraisal and interviews with equipment management staff, the economic useful life is
approximately 5 years. The equipment has been in use for 3.25 years as of valuation as at the
valuation reference date. Therefore, the depreciation rate is calculated as follows:
Depreciation Rate = (Economic Useful Life – Used Life) ÷ Economic Useful Life × 100%
= (5 – 3.25) ÷ 5 × 100%
= 35% (rounded)

(3)

Determination of the Value
Value = Replacement Cost × Comprehensive Depreciation Rate
= 9,200.00 × 35%
= 3,220.00 (SEK)

e)

Valuation Results
Summary of valuation results for equipment assets in scope:
Unit: SEK
Equipment Category

Original Cost

Machinery
5,367,389.56
Electronic and Other Equipment 10,448,618.71
Total
15,816,008.27

Appraised
Book Value Original Cost

Appraised
Net Value

Increment
Amount

Increment
Rate (%)

2,423,876.56 5,144,800.00 4,395,734.00
4,599,423.71 9,800,683.00 7,423,272.57
7,023,300.27 14,945,483.00 11,819,006.57

1,971,857.44
2,823,848.86
4,795,706.30

81.35
61.40
68.28

The reasons for the change in the appraised value compared with the book value of the fixed
assets are analysed as follows:
•

Machinery: The accounting depreciation period adopted by the Company is shorter than
the economic useful life adopted in valuation. The actual depreciation rate is higher than
the book depreciation rate, resulting in an appreciation in the value of the machinery.

•

Electronic and Other Equipment: The accounting depreciation period adopted by the
Company is shorter than the economic useful life adopted in valuation. The actual
depreciation rate is higher than the book depreciation rate, resulting in an appreciation
in the value of the electronic and other equipment.

I-29

7.

Right-of-Use Assets
The gross book balance of right-of-use assets was SEK 12,046,840.93 with impairment
allowance of zero, giving a book value of SEK 12,046,840.93, covering two leased real estate
assets.
The rental rates under the relevant lease agreements are broadly consistent with market rents
for comparable properties in the same region. The right-of-use assets are valued at book
value.
Valuation of right-of-use assets is SEK 12,046,840.93.

8.

Intangible Assets – Other Intangible Assets

a)

Valuation Scope
Intangible assets (other intangible assets) comprise 17 items, consisting of 10 patent
applications, 5 self-developed preclinical-stage projects and 2 major out-licensing
collaborations, none of which are reflected on the books. Details are as follows:
Pipeline List
Proportion of
Interest Held
Project Stage by Ribocure Indication

Pipeline

Target

SR122
SR126
SR118
SR128
SR096
BI collaboration
Madrigal collaboration

PCSK9+APOC3
IND-enabling
PCSK9+Lp(a)
MS2
Not disclosed
MS2
Not disclosed
MS2
Thrombosis-related Factor IND-enabling
6 targets
Preclinical
6 targets
Preclinical

I-30

90%
90%
90%
90%
90%
10%
10%

Expected
Launch Date

Dyslipidaemia
December 2036
Dyslipidaemia
June 2038
Alcohol use disorder June 2037
Alzheimer’s disease January 2041
Thrombotic diseases October 2037
MASH/NASH
January 2033
MASH/NASH
January 2033

Patent List
Applicant

Application No.

Ribocure

PCT/CN2025/120674 Oligonucleotides, oligonucleotide 11/09/2025
conjugates, compositions and
uses thereof
PCT/EP2025/083799 Oligonucleotides, oligonucleotide 21/11/2025
conjugates, compositions and
uses thereof
EP26163647.6
A pharmaceutical composition and 10/03/2026
use thereof
PCT/EP2025/086755 Oligonucleotides, oligonucleotide 12/12/2025
conjugates, compositions and
uses thereof
EP26163642.7
Oligonucleotide constructs,
10/03/2026
preparation methods and uses
thereof
PCT/EP2026/061658 Oligonucleotides, oligonucleotide 23/04/2026
conjugates, compositions and
uses thereof
PCT/CN2025/121136 Oligonucleotides, oligonucleotide 12/09/2025
conjugates, compositions and
uses thereof
PCT/EP2025/083797 Oligonucleotides, oligonucleotide 21/11/2025
conjugates, compositions and
uses thereof
EP26163644.3
Oligonucleotides, oligonucleotide 10/03/2026
conjugates, compositions and
uses thereof
EP26163649.2
Oligonucleotides, oligonucleotide 10/03/2026
conjugates, compositions and
uses thereof

Ribocure
Ribocure
Ribocure
Ribocure
Ribocure
Ribocure
Ribocure
Ribocure
Ribocure

b)

Title of Patent

Filing Date

Publication
Date

Jurisdiction

Patent Status

/

PCT

Application pending
acceptance

/

PCT

Application pending
acceptance

/

Europe

/

PCT

Application pending
acceptance
Application pending
acceptance

/

Europe

Application pending
acceptance

/

PCT

Application pending
acceptance

/

PCT

Application pending
acceptance

/

PCT

Application pending
acceptance

/

Europe

Application pending
acceptance

/

Europe

Application pending
acceptance

Valuation Method
The primary valuation approaches for technology-based intangible assets include the cost
approach, income approach and market approach.
Since the Company’s patent rights are highly correlated with the R&D pipelines, such assets
are combined as a portfolio of technology intangibles and valued on a pipeline-by-pipeline
basis.
Ribocure has five core in-house R&D pipelines (SR122, SR126, SR118, SR128 and SR096),
plus two out-licensing interests from License-out agreements with BI and Madrigal. In view
of the different characteristics of each pipeline, appropriate valuation methods are adopted
respectively, including the Multi-period Excess Earnings – Decision Tree Method, income
approach and cost approach.

I-31

For the patents and related technology intangibles underlying SR122 (siRNA dual target
PCSK9+APOC3 for dyslipidaemia) and SR096 (siRNA for thrombotic diseases), which are
relatively advanced and have entered the IND-enabling stage: the corresponding indications
enjoy large market space and make material contribution to the Company’s expected earnings.
Costs have a weak correlation with value, and the cost approach cannot reasonably reflect
the actual value of such assets. These intangibles have strong expected earning capacity; the
income approach can capture their contribution to earnings. Future income can be reasonably
estimated and monetised based on market size, competitive landscape and sales forecast, and
risks associated with expected returns can also be quantified. Therefore, the income approach
is considered applicable.
Nevertheless, these pipelines remain at the IND-enabling stage and have not yet entered
clinical trials. There is substantial uncertainty regarding future R&D success probability,
clinical progress and launch timeline. Income from the subject assets is contingent income,
and conventional income approach cannot theoretically be applied. Accordingly, a derivative
model under the income approach — the Multi-period Excess Earnings – Decision Tree
Method — is adopted. A decision tree is constructed to incorporate stage-wise R&D success
probabilities and commercial decision nodes into income projections, fully reflecting the
impact of R&D uncertainty on the value of intangible assets.
For patents and related technology intangibles of in-house developed pipelines still in the
early R&D phase with R&D value but far from commercialisation, including SR126 (siRNA
dual target PCSK9+Lp(a) for dyslipidaemia), SR118 (Alcohol Use Disorder) and SR128
(Alzheimer’s Disease): such technologies have not been fully developed and “put into use”,
making limited direct contribution to the Company’s earnings at the current stage. Future
R&D outcomes and realisation of income are subject to high uncertainty and cannot be
reliably forecasted or monetised, so the income approach is not adopted. However, R&D
expenditures incurred up to the valuation base date can be measured, and costs bear a certain
correlation with their current R&D value. The cost approach is therefore applied.
For MASH/NASH-related technology intangible asset interests subject to License-out
agreements with Boehringer Ingelheim (hereinafter “ BI ” ) and Madrigal Pharmaceuticals,
where the collaborators conduct further development: there is no correlation between the cost
of such intangibles and their realised commercial value, so the cost approach cannot reflect
their true value. The licensing agreements clearly define the structure of upfront payments,
milestone payments and sales royalties, resulting in relatively clear future income streams
which can be forecasted and monetised. Risks related to collaborators’ R&D advancement
and market commercialisation can be quantified via milestone achievement probabilities and
discount rates. Hence, the income approach is adopted: value is determined by discounting
projected cash flows from contractual milestone payments and royalties at risk-adjusted
discount rates.

I-32

In summary, the valuation methods adopted for Ribocure’s pipelines are as follows:

A.

Pipeline

Target

Project Stage Indication

SR122

PCSK9+APOC3

IND-enabling

Dyslipidaemia

SR126
SR118
SR128
SR096

PCSK9+Lp(a)
Not disclosed
Not disclosed
Thrombosis-related
Factor

MS2
MS2
MS2
IND-enabling

Dyslipidaemia
Alcohol use disorder
Alzheimer’s disease
Thrombotic diseases

BI collaboration

6 targets

Preclinical

MASH/NASH

Madrigal collaboration 6 targets

Preclinical

MASH/NASH

Expected
Launch Date

Valuation Method

December 2036 Multi-Period Excess
Earnings — Decision
Tree Method
June 2038
Replacement Cost Method
June 2037
Replacement Cost Method
January 2041 Replacement Cost Method
October 2037 Multi-Period Excess
Earnings — Decision
Tree Method
January 2033 License out — Income
Approach
January 2033 License out — Income
Approach

Multi-Period Excess Earnings Method
The Multi-Period Excess Earnings Method (MEEM) first estimates the total earnings
jointly generated by the subject intangible asset and other contributory assets, deducts the
contributions from other contributory assets, and identifies the residual earnings as excess
earnings attributable to the subject intangible asset. Such earnings are discounted at an
appropriate discount rate to arrive at the value of the intangible asset.
①

Basic principles
This valuation is based on the future revenue forecast data of the business revenue
provided by the Client, and forecasts the cash flow contribution of the patents/patent
applications during the future income period. Free cash flow to the firm (FCFF) is
adopted for the income calculation. Contributions of all other tangible assets, intangible
assets and related items are deducted to isolate the cash flow attributable solely to
the “patent application” intangible assets. The decay of the cash flow of the patent
applications is forecast by reference to the economic useful life of the technology, and
finally the cash flows in each period over the expected reasonable useful life of the
intangible asset are discounted to determine the value.

②

Valuation Model

n
Value = ∑ t = 1

CFF t
(1+r )t

Where: n is the income period;
CFFt is the contribution of the intangible asset patent applications in year t;
r is the discount rate;
t is the year in the detailed forecast period.
I-33

B.

R&D Stage: Decision Tree Model
In certain valuations, the risks involved are not only discrete but also sequential. In other
words, for an asset to carry value, it must pass a series of tests, and failure at any node results
in the loss of the overall value. Medicinal products undergoing clinical trials on humans are
an example of such cases. The Decision Tree Model allows such staged risks to be captured
and enables formulation of appropriate responses conditional on outcomes at each stage.
①

Analytical Steps of the Decision Tree
The first step in understanding a decision tree is to distinguish the root node, decision
node, chance node and terminal node.
The root node represents the starting point of the decision tree: the decision-maker
faces a choice or an uncertain outcome. The purpose of this exercise is to value a risky
investment at this stage.
A chance node refers to the possible outcomes of a risky venture. For example, whether
a drug will successfully pass the Phase I of the U.S. Food and Drug Administration
(FDA) approval process. Based on information available today, we estimate possible
outcomes and their probabilities of occurrence.
A decision node refers to the choices available to the decision-maker — progressing
from the R&D stage to commercialisation after results of staged R&D are known.
A terminal node refers to the final outcome of earlier ventures and the related decisions.
Attention should be paid to the key elements of the decision tree. First, only chance
nodes represent uncertain outcomes and carry probabilities of the relevant outcomes.
Second, decision nodes represent choices.
The analysis is divided into different risk stages: the key to constructing the decision
tree is to define the sequential risk stages that the owner of the property rights will face
in the future. For example, the FDA approval process has two outcomes: either the drug
is approved and proceeds to the next stage, or the program terminates. In this valuation,
each stage of drug R&D is divided into two outcomes, success or failure.
Probability of occurrence of the valuation outcomes at each stage: after defining the
risks and outcomes of each stage, the probabilities of occurrence of these outcomes must
be calculated. A clear requirement is that the sum of the probabilities of all outcomes
must equal 1. In addition, the valuer must assess whether the probability of an outcome
at one stage is affected by results from prior stages. In this valuation, productisation
timeline, investment timing and investment costs of the subject project are derived from
reasonable forecasts of the drug R&D project made by the property owner.
Define decision nodes: decision nodes are embedded in the decision tree. At these
nodes, the property owner needs to determine the optimal course of action based on
observed results from earlier stages and future expectations.

I-34

Calculate cash flow and value at terminal nodes: the next step in the decision tree
process is to value the final cash flow and value outcome at each terminal node. The
terminal node of this valuation is the launch of the developed drug; the Valuation
Professionals applies the Multi-Period Excess Earnings Method (MEEM) to estimate
the expected earnings of the drug over its product life cycle, eliminate the value
contributions from assets other than the subject intangible asset, incorporate the
technology decay rate, and convert the projected cash flows to present value using
an appropriate discount rate. This yields the value attributable solely to the subject
intangible asset at the terminal node of the R&D phase, i.e. at the point of commercial
launch.
Work back along the decision tree to derive expected value: the final step in decision
tree analysis is to “open up” the tree backwards. Working backwards through the tree,
the expected value of the asset is calculated stage by stage. Where a chance node is
encountered, expected value is calculated across all branches; for decision nodes, the
highest-value option is selected as the optimal decision. The primary objective of this
process is to estimate the present expected value of the asset or investment.
The decision tree delivers two key outputs. The first is the present expected value
crystallised through the full decision tree workflow. This expected value incorporates
potential volatility arising from risks as well as management actions taken to respond
to such risks over the lifecycle. The second output is the range of values at the terminal
nodes — which captures the potential risk of the investment.
②

Calculation Formula
Drug R&D stages generally have only two outcomes: success and failure. Based on
information provided by the company, future R&D of the subject project is divided into
multiple stages including IND-enabling, Phase I, Phase II, Phase III clinical trials and
NDA application.
Under the Decision Tree Model, the present value formula for each stage is as follows:
CT

=

(CT+1 × PT )
(1 + r )t

+

(0 × ( 1 - PT) )
(1 + r )t

−

FT
(1 + r )t/2

Where: CT is the market value of the intangible asset of the pharmaceutical R&D project
at the current stage;
CT+1 is the market value of the intangible asset upon completion of the current stage and
entering the next stage;
PT is the probability of successfully completing the current stage and progressing to the
next stage;
FT is the capital expenditure required to complete trials in the current stage;
r is the discount rate for the R&D period;
t is time period (in years) until entering the next stage.
I-35

Once the subject project fails during the research process, there will be no recoverable
value in the future, and the historical R&D costs have been fully deducted; therefore,
the downside value is calculated as 0.
The decision tree model is adopted for this valuation. Based on the future R&D
expenditure, success probability of each R&D stage, productisation timeline and
post-productisation profit forecast of the subject R&D projects, the value of each R&D
project is measured on a stage-by-stage basis, and the value of the subject assets is
finally determined as at the reference date.
C.

Replacement Cost Method
For early-stage pipelines under development that still carry R&D value, the Replacement
Cost Method is adopted for this valuation.
The Replacement Cost Method determines the replacement cost based on total inputs incurred
to develop the pipeline, considering the correlation between intangible asset value and costs,
and adding a reasonable profit margin. As the subject pipelines have not completed R&D and
are not yet “in use”, there is theoretically no depreciation. The formula is as follows:
Technology Value = Replacement Cost × (1 – Depreciation Rate)
Where the replacement cost mainly includes R&D costs, capital costs and reasonable
profit. Given the high level of advancement of Ribocure’s pipeline assets, no technology
depreciation rate is considered in this valuation.

D.

License Out — Income Approach
For pipelines with executed licensing agreements or planned out-licensing, revenue is
generated from out-licensing of the project, i.e. the upfront payment, clinical milestone
payments under milestone arrangements and a percentage of sales royalties after
commercialisation. All such revenue relates to the technology-based intangible assets. The
Income Approach is adopted after considering transaction success probability and R&D
success probability at each stage. Based on projected future operating revenue attributable
to the technology, relevant expenses are deducted and future cash flows are discounted to
present value using an appropriate discount rate to determine the valuation.

I-36

c)

Valuation Examples
Example 1: Item No.1 in the Valuation Schedule of Intangible Assets-Other Intangible Assets
Asset Type: SR122 in-house developed Pipeline
Asset Profile: This pipeline technology is a proprietary fixed-ratio siRNA combination
product developed by the Company. Formulated at the optimal mixing ratio identified via
clinical exploration, it targets and silences both PCSK9 and APOC3 mRNA upon a single
administration, reducing protein expression of PCSK9 and apolipoprotein C3 (APOC3),
thereby synergistically lowering low-density lipoprotein cholesterol (LDL-C) and triglyceride
(TG) levels. Its proposed indications include hypertriglyceridaemia, mixed dyslipidaemia and
other dyslipidaemia-related disorders. Compared with existing single-target lipid-lowering
drugs, SR122 enables dual-pathway intervention to co-manage LDL-C and TG after a single
dose, addressing unmet clinical needs in patients with mixed dyslipidaemia inadequately
controlled by current therapies. In addition, the product features strong liver-targeting
specificity, low dosing frequency and durable efficacy, effectively compensating for the
limitations of existing medicines.
Valuation Process:
The SR122 pipeline is valued using the Multi-period Excess Earnings Method combined with
the Decision Tree Method. Details are set out below:

1.

Determination of Income Period
The income period of an intangible asset is closely related to its useful life, representing the
period over which it continuously functions and generates economic benefits.
The forecast period is determined with reference to patent term and product lifecycle.
The patent applications covered in this valuation were filed between 2025 and 2026;
invention patents carry a statutory protection term of 20 years from filing date, and core
patent protection generally extends to 2045. Following interviews with management and
independent analysis by valuers, combined with the lifecycle stage and technical maturity
of oligonucleotide therapeutics, the remaining economic life of the subject technology is
expected to last until 31st December 2045.

2.

Forecast of Technology Contribution Attributable to the Intangible Asset
The forecast is built on the total global patient population, filtering eligible patients,
incorporating patient penetration rate and pricing strategy to estimate sales revenue after
product launch. Formula:
Annual Sales Revenue = Number of treated patients × Annual sales price per patient
(ex-factory price, tax-exclusive)

I-37

(1)

Revenue Analysis
①

②

Patient Flow Analysis
•

Global total population: The future total population is based on the global
population projections in the United Nations World Population Prospects 2024.

•

Number of patients with mixed hyperlipidaemia: SR122 is a dual-target siRNA
drug targeting PCSK9 and APOC3, for patients with concurrently elevated LDL-C
and TG, i.e. patients with residual cardiovascular risk despite standard statin
therapy. According to the paper Global Prevalence of Dyslipidaemia in Adults: A
Systematic Review and Meta-Analysis published in Journal of Health, Population
and Nutrition (Springer Nature), global adult prevalence of elevated LDL-C is
approximately 18.93% and elevated TG approximately 28.77%. Combined with
findings from the INTERASPIRE study (residual combined dyslipidaemia and
hypertriglyceridaemia among coronary patients across 13 countries and 6 WHO
regions), the combined prevalence of mixed dyslipidaemia (concurrent elevation
of LDL-C and TG) is determined as 24.6%. Adults aged 14 and above account
for approximately 76% of the global total population (UNFPA State of World
Population 2025). Accordingly, the estimated global patient population with mixed
dyslipidaemia in 2036 is approximately 1.672 billion.

•

Diagnosis & treatment rate: based on literature on dyslipidaemia prevalence and
Global Guidance for Dyslipidaemia Management in Adults: A Scoping Review, a
diagnosis rate of 33% and a treatment rate of 16% are adopted respectively in this
valuation.

•

Penetration rate of novel therapies: after consultation with the Company and in
conjunction with the global market promotion process of small nucleic acid and
PCSK9-targeting lipid-lowering drugs (such as the marketed inclisiran and others),
the penetration rate of novel lipid-lowering therapies among the treated population
increases year by year from approximately 1% in the initial launch period (2036),
reaching approximately 8% by 2045.

•

SR122 market share: based on management forecasts, SR122’s market share will
increase year-on-year after launch and stabilise in later years.

Annual sales price per patient
As confirmed through interviews with the Company, combined with SR122’s global
pricing strategy and patient affordability, the weighted average annual treatment cost
worldwide is approximately USD10,000 per patient per annum and remains stable over
the forecast period. Valuers consider this pricing carries a premium over single-target
products, because the dual-target agent addresses two cardiovascular risk markers
simultaneously and delivers higher clinical value. It is competitive compared with
annual costs of marketed PCSK9 and oligonucleotide lipid-lowering drugs, making the
pricing assumption reasonably supported.

I-38

Based on the above analysis and calculations, revenue forecasts are considered
reasonable. The product is expected to launch in 2036; projected operating income
post-launch is shown below:
Unit: Ten Thousand USD
Item/Year
Operating Income
Item/Year
Operating Income
(2)

2036

2037

2038

2039

2040

2,900.00
2041
513,500.00

102,700.00
2042
582,000.00

205,400.00
2043
629,900.00

308,100.00
2044
664,200.00

410,800.00
2045
684,700.00

Cost Analysis
Cost of sales mainly includes raw materials, manufacturing and logistics costs for siRNA
medicines. Based on interviews with the Company, gross margin of 90% is applied to sales
revenue of in-house developed pipeline products, supported by the technical process and cost
structure advantages of Ribocure’s proprietary siRNA products:

(3)

1.

Manufacturing advantage: siRNA drugs adopt solid-phase chemical synthesis. Once the
technology matures, unit cost is low and decreases substantially as batches are scaled up
and the industry’s product gross profit margin is naturally at a high level. As confirmed
through interviews with the company, after SR122 enters Phase III, process optimisation
proceeds smoothly, and scaled production cost is only around 20% of the marketed
comparable product inclisiran, demonstrating industry-leading cost control capability.

2.

Low-dose long-acting administration feature: the in-house developed pipelines mainly
adopt GalNAc-conjugated liver-targeted siRNA with milligram-level dosage and
semi-annual administration. Raw material consumption per patient per year is minimal,
while drug pricing follows value-based pricing for innovative medicines, creating high
gross margin.

Income Tax
Ribocure is a limited liability company incorporated in Sweden and subject to the statutory
Swedish corporate income tax rate. Under Swedish income tax law, a fixed corporate tax rate
of 20.6% has applied from 1 January 2021.

(4)

Reasonableness Analysis of Period Expense Forecast
Period expenses mainly consist of selling expenses and R&D expenses.

I-39

①

Selling expenses
In the initial period after product launch, innovative drug companies need to recruit
substantial sales teams and carry out academic promotion and channel building; selling
expenses are front-loaded and revenue has not yet scaled up, and a temporarily high
selling expense ratio in the industry is common. Commercialisation of oligonucleotide
therapeutics in general is still at an early stage globally. Teams and academic channels
must be established in advance before launch, leading to frontloaded expenses and
lagged revenue, more pronounced than for traditional small-molecule innovative drugs.
Global leader Alnylam maintained high commercial investment for many years after
launching the world’s first approved RNAi therapeutic in 2018. Accordingly, an 80%
selling expense ratio is adopted for the first year after launch of targets in the small
nucleic acid field. In subsequent years, as revenue expands rapidly, the sales team and
academic promotion network deliver benefits, marginal incremental personnel and
marketing spending slow down, and expense growth moderates until stabilisation.

②

R&D expenses
Pre-launch R&D expenses are reflected in the decision tree model at the R&D stage.
According to the R&D plan provided by the management, the R&D expenses of each
period are considered in the Multi-Period Excess Earnings Model for pipeline valuation.
Therefore, R&D expenses are forecast and determined according to the current R&D
progress of the pipelines and in conjunction with the R&D team’s plans.

3.

Contribution from Other Assets

(1)

Contribution from Working Capital
Working capital mainly comprises the basic funds required for normal operations, such as
the safe cash balance to be maintained, the purchase of product inventory, and advances paid
on behalf of customers for purchases (accounts receivable). No historical financial metrics
are available for this project; therefore, the working capital is calculated by reference to the
accounts receivable, inventory and accounts payable turnover ratios of listed companies in
the same industry.
As the value of working capital generally does not change in the course of business
operations and its investors can recover it after the operations end, the investors in working
capital need only an investment return. For the working capital contribution rate in this
measurement, the SWESTR published by Sveriges Riksbank as at the reference date is
selected as the short-term interest rate reference indicator. SWESTR is formed on the basis
of actual transactions in the Swedish krona short-term money market and can reflect the
short-term market cost of funds in Sweden, i.e. 1.52% × (1 – 20.6%) = 1.21%.

I-40

(2)

Contribution from Long-term Assets
Return on fixed long-term asset investment = Net fixed long-term assets × Required return on
fixed assets
As the book value of the enterprise’s fixed assets is relatively small in this valuation and the
amounts involved are small, no return on investment in fixed long-term assets is considered
in future years.

(3)

Contribution from Human Resources
Contribution from human Resources = Human resources input × Required rate of return
The human resources input refers to represents expenditures incurred for recruitment and
staff training. Ribocure’s employees hold substantial patented technologies and expertise
and constitute an important contributory asset. 3 months of staff salary is treated as human
resources input covering interviewing, recruitment and training costs. Human capital
contribution is treated as a form of intangible asset contribution, and its required return is
aligned with the return on intangible assets.

4.

Determination of Decay Rate
Based on analysis by management and technical personnel, SR122 is expected to obtain
marketing approval in 2036. No technology decay is applied in the first launch year. The
subject technology represents its state as of the valuation base date. Over time, existing
technology may become obsolete and replaced by next-generation therapies (such as new
lipid-target drugs or siRNA medicines with superior delivery technologies). Combined with
approaching expiry of core patents, the contribution of existing technology to earnings
declines year by year.

5.

Determination of Discount Rate
The risk accumulation method is adopted to calculate discount rate for intangible assets. This
method quantifies and sums risk-free rate and risk premium to determine the discount rate:
Discount Rate for Intangible Assets = Risk-free Rate + Risk Premium
①

Risk-free Rate
Risk-free rate refers to the expected return for investments in risk-free assets with no
default risk, generally represented by yield to maturity of government bonds. Bond
selection shall match remaining maturity with the term of cash flows. In practice,
market yield to maturity of government bonds matching the income period is selected.
The forecast period for this project is 10 years. Based on Swedish government bond
yield data published by Sveriges Riksbank, the yield to maturity of Swedish 10-year
government bonds as of the valuation base date 30 June 2026 is 2.67%. This is adopted
as the risk-free rate.

I-41

②

Risk Premium
Risk premium means the excess return over risk-free rate to compensate investors
for investment risks, consisting of technology risk premium, market risk premium,
capital risk premium and operational risk premium, each ranging from 0% to 5%. In
this valuation, interpolation is applied to derive each component based on ranges and
adjustment coefficients. Total risk premium is 13.10%.

③

Discount Rate Calculation
Discount Rate for Intangible Assets = Risk-free Rate + Risk Premium
= 2.67% +13.10%
=15.77%

6.

Value at Launch Date
Based on the above forecasts and calculations, the value of the subject intangible asset at
launch date is as follows:
Unit: Ten Thousand USD
Item/Year
Technology Contribution
Discount Rate
Discount Period (Yr)
Discount Factor
Discounted value
Item/Year
Technology Contribution
Discount Rate
Discount Period (Yr)
Discount Factor
Discounted value
Present value

7.

2036

2037

2038

2039

2040

177.70
15.77%
0.04
0.9939
176.62

5,978.24
15.77%
0.58
0.9181
5,488.62

26,369.47
15.77%
1.58
0.7931
20,913.63

58,666.66
15.77%
2.58
0.6850
40,186.66

100,362.75
15.77%
3.58
0.5917
59,384.64

2041

2042

2043

2044

2045

139,020.66
15.77%
4.58
0.5111
71,053.46
360,894.78

163,471.22
15.77%
5.58
0.4415
72,172.54

147,437.74
15.77%
6.58
0.3814
56,232.75

93,279.71
15.77%
7.58
0.3294
30,726.34

16,026.45
15.77%
8.58
0.2845
4,559.53

Determination of R&D Stage Success Probabilities
This measurement is based on the general judgement of the industry and the professional
judgement of experienced R&D personnel, and the Client forecasts the R&D success rate at
each stage of project productization in the R&D stages.
In this valuation, overseas statistical data are used as the basis for confirming the success
rates of Phase I, Phase II, Phase III and NDA in this valuation. Success rates differ across
therapeutic areas. As SR122 is used for cardiovascular purposes and based on statistical data
for cardiovascular assets, success rates for Phase I, Phase II, Phase III and NDA are 62.70%,
43.30%, 76.30% and 84.40% respectively.
I-42

Arthritis/Pain
CNS
Cardiovascular
Gastrointestinal
Immunology
Infections
Metabolism
Oncology
Ophthalmology
Respiratory
Urology
Women’s Health

Phase I

Phase II

Phase III

NDA

76.90%
66.20%
62.70%
66.80%
64.80%
70.80%
47.80%
64.40%
66.00%
63.40%
50.00%
39.00%

38.10%
45.60%
43.30%
49.10%
44.60%
51.20%
52.00%
41.80%
39.00%
41.10%
38.00%
42.00%

78.10%
61.80%
76.30%
71.00%
65.20%
79.90%
78.90%
65.40%
64.00%
59.90%
67.00%
48.00%

89.10%
77.90%
84.40%
85.90%
81.60%
96.90%
92.80%
89.70%
92.00%
76.90%
79.00%
59.00%

In addition to the above literature statistics, IND-stage success probability is considered.
According to regulatory statistics, FDA initial IND review pass rate is approximately 96%,
with historical actual pass rate around 91%. CDE approval rate for Class 1 innovative
drug IND and clinical trial applications in 2025 is approximately 95%-96.5%. EU CTA
approval rate is also high; overall IND pass rate ranges roughly from 90%-96%. Even if
IND passes initial review, projects may later be suspended for safety/CMC concerns or
withdrawn for strategic reasons. In practice, a conservative range of 85%-95% is commonly
adopted. Oligonucleotide (siRNA) drugs built on mature delivery platforms enjoy replicable
development pathways, and IND pass rates generally sit at the upper end of this interval
(roughly 93%-95%). Ribocure, leveraging the Ribo oligonucleotide platform, has multiple
pipelines with IND/CTA filings all approved, supporting adoption of a higher value within
this range. Given SR122 remains at IND-enabling stage and IND has not yet been filed, 90%
IND-stage success probability is adopted for prudence.
8.

Value as at the Valuation Reference Date
SR122 is currently at the IND-enabling stage. Based on the launch-date value calculated
above, adjusted for R&D investment and risks for each phase from base date to product
launch, the value of SR122 pipeline as of valuation base date is USD80.00 million. The
calculation details are as follows:
Unit: Ten Thousand USD

SR122
Investment
Term (Yr)
Discount Rate
Success Probability
Valuation
Rounded Valuation

Base Date
30/06/2026

INDenabling
01/01/2027

Phase I
01/06/2028

Phase II
01/12/2030

Phase III
01/03/2035

NDA
Approval
01/12/2036

/
/
/
/
7,993.51
8,000.00

215.65
0.51
15.77%
90.00%
9,819.10
/

565.27
1.42
15.77%
62.70%
20,280.49
/

2,466.63
2.50
15.77%
43.30%
74,383.92
/

28,777.40
4.25
15.77%
76.30%
233,134.51
/

2,569.41
1.76
15.77%
84.40%
360,894.78
/

I-43

Under the Research and Collaboration Agreement entered into between Ribocure and Suzhou
Ribo Life Science, the parties agreed to conduct joint R&D and commercialisation for
relevant self-developed pipelines. Pursuant to internal equity allocation guidelines formulated
by management, the Company allocates internal value and R&D costs for self-developed
pipelines at an internal ratio of Ribocure to Ribo of 90%: 10%.
Therefore, the final equity value of SR122 attributable to Ribocure = Total valuation of
SR122 × Ribocure’s equity percentage
=8,000.00 ×90%
= USD72.00 million
Example 2: Item No.6 in the Valuation Schedule of Intangible Assets-Other Intangible Assets
Asset Type: License-out Interest – BI
Asset Profile:
The targets under the collaboration agreement with BI address MASH. MASH is a severe
chronic liver disease caused by metabolic dysfunction, which can progress gradually to
hepatic fibrosis, cirrhosis, liver failure and even hepatocellular carcinoma, and represents
one of the leading causes of liver transplantation worldwide. Data shows that MASH patients
with moderate to advanced fibrosis (F2-F3) have 10-17 times higher liver-related mortality
than patients without fibrosis; mortality for cirrhotic (F4) patients is 42 times higher. MASH
is also an independent cardiovascular risk factor and a leading cause of patient death. The
global MASH patient pool continues to expand, especially patients with moderate-severe
fibrosis or compensated cirrhosis (F2-F4c). There is an urgent unmet clinical demand for
multi-mechanism, high-efficacy innovative therapies, representing a large market opportunity.
Valuation Process: The License-out interest with BI is valued using discounted income
approach, details as follows:
1.

Determination of Income Period
The income period of an intangible asset is closely related to its useful life, representing
the period over which it continuously functions and generates economic benefits.
The forecast period is determined by reference to patent term and product lifecycle.
Core patents for oligonucleotide therapeutics (composition/sequence patents) carry a
20-year term from priority date; relevant patents were filed between 2020 and 2025,
expiring roughly between 2040 and 2045. Regulatory exclusivity periods (5-year US
NCE, 7-year orphan drug etc.) generally expire no later than patent expiry. First launch
is expected in 2033, and 10 years post-launch will be 2043. Applying the “later of”
principle, 2045 is adopted as the latest royalty expiry date, which is reasonable and
conservative.

I-44

2.

Forecast of Future Operating Income Attributable to the Intangible Asset
Ribocure’s income from the BI collaboration pipeline arises from out-licensing. Under
the technology licensing agreement between licensors (Ribocure Pharmaceuticals AB
and Ribo Bio) and licensees (Boehringer Ingelheim BI, Madrigal Pharmaceuticals),
the licensors grant intellectual property, technical materials and R&D data for
MASH/NASH oligonucleotide medicines. Upon payment of upfront, milestone and
future royalty payments, licensees obtain global rights for R&D, manufacturing and
commercialisation of the product. Consideration under such licensing agreements
typically consists of upfront payment, milestone payments and sales royalties;
milestones are further split into R&D/regulatory milestones and commercial (sales)
milestones.
Income is forecasted into two components: potential milestone income and royalty
income.
(1)

Sales royalty income: the overall forecasting logic for royalty income is as
follows: based on the global market size of NASH/MASH therapeutics, projected
net sales of each product after approval are estimated considering market share
and sales ramp-up profile, multiplied by contracted royalty rate. Confirmed with
the Company, forecasted income covers major global markets (US, EU etc.).
Key drivers and trends of the global NASH/MASH market: (i) Large patient
population and long-standing lack of effective medicines, until Rezdiffra, the
world ’ s first MASH drug, was approved in 2024, leaving substantial unmet
clinical demand. (ii) Following the first approval, physician awareness and
screening rates improve, and the market enters rapid growth from 2024 onwards.
(iii) Oligonucleotide (siRNA) medicines built on mature GalNAc liver-target
delivery platforms enable infrequent dosing and durable efficacy. Compared
with oral small molecules, they are better suited for chronic metabolic diseases
such as MASH requiring long-term medication and carry distinct differentiation
advantages.
Based on management forecasts derived from public industry research such
as Frost & Sullivan, the global NASH/MASH therapeutics market size grew
from approximately USD2.9 billion in 2022 to USD10.7 billion in 2025, and is
projected to reach USD32.2 billion in 2030, with high early-stage growth followed
by deceleration.

(2)

Market share: Ribo’s oligonucleotide platform is one of the few globally validated
platforms with clinical-stage GalNAc delivery and multi-target drug development
capability. Licensees possess strong commercialisation capacity: Madrigal already
has the marketed MASH product Rezdiffra together with medical education
and sales networks, and BI owns a mature global commercial system. Both
facilitate market penetration after product launch. Based on the above analysis
and management projections, peak-year market share of approximately 10% per
approved product is assumed (aggregate peak share of ~28% for three expected
approved products). Sales ramp up after launch until peak sales, after which
annual decline of 2% is applied to account for competing launches and patent
expiry.

I-45

(3)

Risk adjustment factor: further success probability adjustment is applied to
milestone income. Overseas statistical data is referenced for Phase I, Phase II,
Phase III and NDA/BLA success rates. Success rates vary by therapeutic area.
The MASH/NASH assets under BI collaboration are metabolic medicines. Based
on statistics for metabolic assets, success rates for Phase I, Phase II, Phase III and
NDA/BLA are 47.80%, 52.00%, 78.90% and 92.80% respectively.

Arthritis/Pain
CNS
Cardiovascular
Gastrointestinal
Immunology
Infections
Metabolism
Oncology
Ophthalmology
Respiratory
Urology
Women’s Health

Phase I

Phase II

Phase III

NDA

76.90%
66.20%
62.70%
66.80%
64.80%
70.80%
47.80%
64.40%
66.00%
63.40%
50.00%
39.00%

38.10%
45.60%
43.30%
49.10%
44.60%
51.20%
52.00%
41.80%
39.00%
41.10%
38.00%
42.00%

78.10%
61.80%
76.30%
71.00%
65.20%
79.90%
78.90%
65.40%
64.00%
59.90%
67.00%
48.00%

89.10%
77.90%
84.40%
85.90%
81.60%
96.90%
92.80%
89.70%
92.00%
76.90%
79.00%
59.00%

In addition to the above literature statistics, IND-stage success probability is
considered. Small nucleic acid drugs enjoy higher R&D success rates than
traditional medicines, thanks to high replicability from mature technical platforms
which greatly reduce pre-clinical failure risk for pipelines built on the same
platform. A License-out transaction itself represents rigorous internal screening:
out-licensed projects are high-quality candidates with robust internal data. Its IND
stage success rate is determined to be 95% on the basis of prudence.
Based on the above analysis, forecast results for the BI collaboration interest are
as follows:
Unit: Ten Thousand EUR
Item
Potential market income
Sales royalty
Risk-adjusted Royalty Income
Item
Potential market income
Sales royalty
Risk-adjusted Royalty Income

2033

2034

2035

2036

2037

114,561.47
4,873.69
842.63

198,454.84
9,452.60
1,634.30

320,819.66
15,013.93
2,595.82

506,083.89
24,569.32
4,247.89

801,260.11
42,075.61
7,274.62

2038

2039

2040

2041

2042

1,051,874.78 1,232,489.53 1,405,202.41 1,475,792.32 1,456,886.01
57,112.49
67,949.37
78,312.14
82,547.54
81,413.16
9,874.40
11,748.04
13,539.70
14,271.97
14,075.84

I-46

Item
Potential market income
Sales royalty
Risk-adjusted Royalty Income
3.

2043

2044

2045

/

/

1,427,748.29 1,399,193.33 1,371,209.46
79,664.90
77,951.60
76,272.57
13,773.58
13,477.36
13,187.07

/
/
/

/
/
/

Income Tax
Ribocure is a limited liability company incorporated in Sweden and subject to the
statutory Swedish corporate income tax rate. Under Swedish income tax law, a fixed
corporate tax rate of 20.6% has applied from 1 January 2021.

4.

Determination of Discount Rate
The risk accumulation method is adopted to calculate discount rate for intangible assets.
This method quantifies and sums risk-free rate and risk premium to determine the
discount rate:
Discount Rate for Intangible Assets = Risk-free Rate + Risk Premium
①

Risk-free Rate
Risk-free rate refers to the expected return for investments in risk-free assets with
no default risk, generally represented by yield to maturity of government bonds.
Bond selection shall match remaining maturity with the term of cash flows. In
practice, market yield to maturity of government bonds matching the income
period is selected.
The forecast period for this project is 10 years. Based on Swedish government
bond yield data published by Sveriges Riksbank, the yield to maturity of Swedish
10-year government bonds as of the valuation base date 30 June 2026 is 2.67%.
This is adopted as the risk-free rate.

②

Risk Premium
Risk premium means the excess return over risk-free rate to compensate investors
for investment risks, consisting of technology risk premium, market risk premium,
capital risk premium and operational risk premium, each ranging from 0% to
5%. In this valuation, interpolation is applied to derive each component based on
ranges and adjustment coefficients. Total risk premium is 12.58%.

③

Discount Rate Calculation
Discount Rate for Intangible Assets = Risk-free Rate + Risk Premium
= 2.67% +12.58%
=15.25%

I-47

5.

Calculation of the Value
Based on the above parameters, the value of the intangible asset is calculated as
follows:
Unit: Ten Thousand EUR
Item
Total Revenue
Income Tax Rate
Income Tax
Discount Rate
Discount Period
Discount Factor
Discounted value
Item
Total Revenue
Income Tax Rate
Income Tax
Discount Rate
Discount Period
Discount Factor
Discounted value
Item
Total Revenue
Income Tax Rate
Income Tax
Discount Rate
Discount Period
Discount Factor
Discounted value
Item
Total Revenue
Income Tax Rate
Income Tax
Discount Rate
Discount Period
Discount Factor
Discounted value
Total Present Value

Jul-Dec 2026

2027

2028

2029

2030

606.67
20.60%
124.97
15.25%
0.25
0.9651
464.88

1,900.00
20.60%
391.40
15.25%
1.00
0.8677
1,309.01

2,581.15
20.60%
531.72
15.25%
2.00
0.7529
1,543.02

2,581.15
20.60%
531.72
15.25%
3.00
0.6532
1,338.69

2,981.48
20.60%
614.18
15.25%
4.00
0.5668
1,341.78

2031

2032

2033

2034

2035

2,221.48
20.60%
457.62
15.25%
5.00
0.4918
867.46

1,271.48
20.60%
261.92
15.25%
6.00
0.4267
430.78

4,112.82
20.60%
847.24
15.25%
7.00
0.3703
1,209.24

5,336.72
20.60%
1,099.36
15.25%
8.00
0.3213
1,361.46

5,707.91
20.60%
1,175.83
15.25%
9.00
0.2788
1,263.54

2036

2037

2038

2039

2040

7,273.53
20.60%
1,498.35
15.25%
10.00
0.2419
1,397.02

10,300.26
20.60%
2,121.85
15.25%
11.00
0.2099
1,716.65

11,603.34
20.60%
2,390.29
15.25%
12.00
0.1821
1,677.70

12,180.27
20.60%
2,509.14
15.25%
13.00
0.1580
1,528.04

13,539.70
20.60%
2,789.18
15.25%
14.00
0.1371
1,473.90

2041

2042

2043

2044

2045

14,271.97
20.60%
2,940.03
15.25%
15.00
0.1190
1,348.50
23,942.13

14,075.84
20.60%
2,899.62
15.25%
16.00
0.1032
1,153.39
/

13,773.58
20.60%
2,837.36
15.25%
17.00
0.0896
979.89
/

13,477.36
20.60%
2,776.34
15.25%
18.00
0.0777
831.47
/

13,187.07
20.60%
2,716.54
15.25%
19.00
0.0674
705.71
/

I-48

Pursuant to the Memorandum of Understanding signed by Suzhou Ribo Life
Science Co., Ltd. and Ribocure, Ribo intends to leverage Ribocure’s global business
development capabilities within the next ten years to license its platform technologies
and assets to third parties outside China (such as multinational pharmaceutical
companies) for BD Transactions. Ribocure shall assist in promoting such licensing
transactions by deploying its global business development capabilities.
For revenue generated from such BD Transactions, based on Ribocure’s contribution
in business development and with reference to industry practice, the parties agree to
allocate proceeds at a ratio of Ribocure: Ribo = 10%: 90%, namely Ribocure is entitled
to 10% of proceeds and Ribo is entitled to 90% of proceeds.
Therefore, the final equity value arising from the BI collaboration = Overall valuation
under the BI Agreement × Equity percentage held by Ribocure
=23,942.13 ×10%
=2,394.21 (ten thousand Euros)
Example 3: Intangible Assets — Schedule of Valuation of Other Intangible Assets,
Serial No.2
Asset Type: SR126 in-house developed Pipeline
Asset Profile:
This pipeline technology is a in-house developed GalNAc-conjugated dual-target siRNA
drug. It simultaneously targets and silences PCSK9 and LPA mRNA, lowering LDL-C
and markedly reducing lipoprotein(a) [Lp(a)] levels. Its proposed indications include
dyslipidaemia, especially for patients with persistently elevated Lp(a) and high residual
cardiovascular risk despite existing lipid-lowering therapies. Lp(a) levels are mainly
genetically determined, and conventional lipid-lowering medicines such as statins have
limited intervention effect. SR126 directly silences the gene for Lp(a) synthesis via
small nucleic acid mechanisms, filling the clinical gap for lack of effective targeted
therapies for Lp(a). It also features strong liver-targeting specificity and durable
efficacy.
Valuation Process: The Replacement Cost Method is adopted for the valuation of
SR126. Detailed calculation is as follows:

I-49

1.

R&D Investment
According to historical financial documents provided by the Evaluated Party, total R&D
investment in the subject technology amounts to RMB8,428,260.88. Breakdown is shown
below:
Unit: RMB Yuan
Item
Preclinical commissioned service fees
Clinical trial service fees
Labour costs
Raw materials, reagents and consumables
Others
Total

2.

2024

2025

Jan-Jun 2026

/
/
21,713.85
/
/
21,713.85

491,943.14
/
1,736,926.31
1,029,877.67
492,988.71
3,751,735.83

610,358.13
/
2,155,019.55
1,277,778.16
611,655.37
4,654,811.21

Determination of Replacement R&D Cost
Valuers reasonably estimate relevant expenses considering prevailing price levels based
on the original cost composition. The replacement value of the above expenses is obtained
by multiplying actual incurred expenses by price adjustment coefficients. The adjustment
coefficient is derived from the PPI index for the period from 2024 to June 2026.

3.

Capital Cost
The R&D cycle of this pipeline is 3 years. The loan interest rate is determined based on the
Loan Prime Rate (LPR) published by the National Interbank Funding Center authorised by
the People’s Bank of China. Assuming funds are invested evenly throughout the R&D period,
capital cost is calculated as below:
Annual Capital Cost = Annual R&D Cost × Loan Interest Rate × Loan Period

4.

Determination of Reasonable Profit
The reasonable profit margin adopts the average cost-expense profit margin of 5.30% for the
pharmaceutical industry specified in Enterprise Performance Evaluation Standard Values.

5.

Determination of Depreciation Rate
Given the high advancement of this pipeline in development, no technical depreciation rate is
considered in this valuation.

6.

Determination of Valuation
Replacement Cost = Replacement R&D Cost + Reasonable Profit + Capital Cost
=8,470,701.94＋456,826.25＋148,661.28
=RMB9.0762 million

I-50

Under the Research and Collaboration Agreement entered into between Ribocure and Suzhou
Ribo Life Science, the parties agreed to conduct joint R&D and commercialisation for
relevant self-developed pipelines. Pursuant to internal equity allocation guidelines formulated
by management, the Company allocates internal value and R&D costs for self-developed
pipelines at an internal ratio of Ribocure to Ribo of 90%: 10%.
Therefore, the final equity value of SR126 attributable to Ribocure = Overall valuation of
SR126 × Equity percentage held by Ribocure
=907.62 ×90%
=RMB8.1686 million
d)

Valuation Results
As the pipelines are valued in different currencies, for aggregation purposes, all amounts
have been converted into Swedish Krona at the central parity rate published by China Foreign
Exchange Trade System as of the valuation base date. Calculation results of each pipeline are
listed below:

Pipeline

Valuation Method

Multi-Period Excess Earnings
— Decision Tree Method
Replacement Cost Method
Replacement Cost Method
Replacement Cost Method
Multi-Period Excess Earnings
SR096
— Decision Tree Method
License-out — Income
BI collaboration
Approach
License-out — Income
Madrigal collaboration Approach
Total
SR122
SR126
SR118
SR128

Value
(Original
Currency/
Ten
Interest
Thousand) Percentage

Original
Currency

Exchange
Rate to
SEK

Value (SEK)

8,000.00
907.62
711.96
100.52

90%
90%
90%
90%

USD
CNY
CNY
CNY

9.73
1.43
1.43
1.43

700,220,455.92
11,663,915.38
9,149,469.16
1,291,792.57

2,800.00

90%

USD

9.73

245,077,159.57

23,942.13

10%

EUR

11.09

265,533,594.70

40,402.64

10%

USD

9.73

392,927,152.79
1,625,863,540.10

The valuation of Intangible Assets — Other Intangible Assets is SEK 1,625,863,540.10.
9.

Accounts Payable
The book value of accounts payable is SEK 12,917,746.15, representing technical service
fees payable for procurement. Accounts payable are valued at their book value.
The valuation of accounts payable is SEK 12,917,746.15.

I-51

10.

Employee Benefits Payable
The book value of employee benefits payable is SEK 15,997,480.30, representing salaries,
social security contributions and other employee-related payables. Employee benefits payable
are valued at their book value.
The valuation of employee benefits payable is SEK 15,997,480.30.

11.

Taxes Payable
The book value of taxes payable is SEK 5,402,905.31, representing individual income tax,
corporate income tax, etc. Taxes payable are valued at their book value.
The valuation of taxes payable is SEK 5,402,905.31.

12.

Other Payables

1.

Other Payables – Other Payables
The book value of Other Payables – Other Payables is SEK 186,138.72, mainly employee
travel expenses payable. The verified book value is taken as the appraised value.
The valuation of Other Payables – Other Payables is SEK 186,138.72.
Total valuation of other payables is SEK 186,138.72.

13.

Non-Current Liabilities Due within One Year
The book value of non-current liabilities due within one year is SEK 3,731,843.44,
representing finance lease payments for premises falling due within one year. Non-current
liabilities due within one year are valued at their book value.
The valuation of non-current liabilities due within one year is SEK 3,731,843.44.

14.

Other Current Liabilities
The book value of other current liabilities is SEK 29,807,800.14, representing the upfront
payment sharing under Madrigal/BI arrangements. Other current liabilities are valued at their
book value.
The valuation of other current liabilities is SEK 29,807,800.14.

15.

Lease Liabilities
The book value of lease liabilities is SEK 8,016,001.74, representing the closing book value
of outstanding lease payments by the lessee as at the balance sheet date. Lease liabilities are
valued at their book value.
The valuation of lease liabilities is SEK 8,016,001.74.

I-52

XI. Valuation conclusions

1.

Asset-based Approach Valuation Results
Based on the Asset-based Approach valuation, the book value of the total assets of the
Evaluated Party as at the valuation reference date is SEK 442,665,700, the appraised value
is SEK 2,073,324,900, the appreciation amount is SEK 1,630,659,200, and the appreciation
rate is 368.37%; the book value of total liabilities is SEK 76,059,900, the appraised value
is SEK 76,059,900, with no increase or decrease; the book value of owners’ equity is SEK
366,605,800, the appraised value is SEK 1,997,265,000, the appreciation amount is SEK
1,630,659,200, and the appreciation rate is 444.80%.
The Asset-based Approach valuation results are summarized in the table below:
Summary Table of Asset-based Approach Valuation Results

Unit: Ten Thousand SEK

Valuation Reference Date: June 30th, 2026

No.

Items

1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25

Current assets
Non-current assets
Debt investments
Other debt investments
Long-term receivables
Long-term equity investments
Investments in other equity instruments
Other non-current financial assets
Investment properties
Fixed assets
Construction in progress
Productive biological assets
Oil and gas assets
Right-of-use assets
Intangible assets
Development expenditure
Goodwill
Long-term deferred expenses
Deferred income tax assets
Other non-current assets
Total assets
Current liabilities
Non-current liabilities
Total liabilities
Owners’ equity

Book
Value
A

Appraised
Value
B

Increase/
Decrease Appreciation
in Value
Rate %
C=B-A D=C/A×100%

42,359.56
1,907.01

42,359.56
164,972.94

0.00
163,065.92

0.00
8,550.85

702.33

1,181.90

479.57

68.28

1,204.68
0.00

1,204.68
162,586.35

0.00
162,586.35

0.00

44,266.57
6,804.39
801.60
7,605.99
36,660.58

207,332.49
6,804.39
801.60
7,605.99
199,726.50

163,065.92
0.00
0.00
0.00
163,065.92

368.37
0.00
0.00
0.00
444.80

I-53

2.

Valuation conclusions
The entire equity interest value of the shareholders derived from the Asset-based Approach
is SEK 1,997,265,000, which, converted at the central parity rate of RMB against SEK of
1:1.4279 and the central parity rate of HKD against RMB of 1:0.86855 published by the
People’s Bank of China on June 30th, 2026, is HKD1,610,434,500, in words: Hong Kong
Dollar One Billion Six Hundred and Ten Million Four Hundred Thirty-Four Thousand Five
Hundred Only.

3.

Comparison and Explanation of Changes between Valued Amount and Book Value

a)

Fixed Assets
The book value of fixed assets is SEK 7.0233 million, and its valued amount is SEK 11.8190
million, with an appreciation amount of SEK 4.7957 million. Such appreciation arises
because the accounting depreciation life adopted by the enterprise for fixed assets is shorter
than the economic useful adopted in the valuation, resulting in the actual depreciation rate
being higher than the book depreciation rate.

b)

Intangible Assets
The book value of intangible assets is SEK 0, and its valued amount is SEK 1,625.8635
million, with an appreciation amount of SEK 1,625.8635 million. Such appreciation arises
because the intellectual property not reflected on the enterprise’s books has been included in
the valuation scope in this valuation.

4.

Validity Period for the Use of the Valuation Conclusions
The valuation conclusions revealed in this valuation report are valid only for the economic
behaviors described in the valuation report, and the validity period for the use of the
valuation conclusions is one year from the valuation reference date, which is from the
valuation reference date of June 30th, 2026 to June 29th, 2027.

XII. Special Matters Disclosure
In this valuation report, for all tables and textual presentations where amounts are stated in
ten thousands SEK, any differences between the total sum and the aggregate of individual
line items, if present, are attributable to rounding differences.
The purpose of the Valuation Professionals in performing the valuation engagement is to
estimate the value of the valuation subject and to issue professional opinions. The valuer does
not assume responsibility for the decisions made by relevant parties.
Information provided by the Client and the Evaluated Party forms the basis for this valuation.
The Client and the Evaluated Party shall be responsible for the truthfulness, legality and
completeness of the information supplied.

I-54

XIII. Notes on limitations on the use of valuation reports
This valuation report is of a consultative nature and is not an asset appraisal report regulated
under the Asset Appraisal Law of the People ’s Republic of China and the Assets Valuation
Standards , and shall not be used as an asset appraisal report.
The scope of use of this valuation report is as follows: it is only for the use of the Client and
other users of the valuation report agreed in the valuation engagement letter; it is only used
for the valuation purpose stated in this valuation report; it is only used within the validity
period for the use of the valuation conclusions stated in this valuation report; the content of
the valuation report shall not be excerpted, quoted or disclosed in the public media without
the consent of the valuation institution, except for those stipulated by the laws, administrative
regulations and otherwise agreed by the relevant parties.
The Client or other users of the valuation report shall use the valuation report in accordance
with the provisions of laws and administrative regulations and the scope of use stated in
the valuation report; the valuation firm shall not be liable if the Client or other users of the
valuation report fail to use the valuation report in accordance with the aforesaid provisions.
Except for the Client and other users of the valuation report agreed in the valuation
engagement letter, no other organization or individual may become a user of the valuation
report.
Users of the valuation report should correctly understand the conclusions of the valuation,
which are not equivalent to the realizable price of the valuation subject, and the conclusions
of the valuation should not be regarded as a guarantee of the realizable price of the valuation
subject.
This valuation report can only be officially used after the seal of the valuation firm is affixed.
XIV. Report Date
The report date of this valuation report is October 16, 2026.
(No text hereinafter in this page)
(No text in this page. This is the signature page of the valuation report of JZ Valuation Report
[2026] No. A0839)
Valuation Firm: JZ (Shanghai) Assets Appraisal Co., Ltd.

Report Date: October 16, 2026
Address: 7/F, Block T3, China Eastern Airlines Binjiang Center, No. 277 Longlan Road, Xuhui
District, Shanghai, China.
Zip Code: 200232
Tel: 021-63081130
Fax: 021-63081131
Email: contact@jzvaluation.com

I-55

ANNEX
Annex I:
Annex II:
Annex III:
Annex IV:

Business licenses of the Client and the Evaluated Party
Copy of the legal person business license of the valuation firm
Filing documents or qualification certificate documents of the valuation firm
Valuation summary table

I-56

APPENDIX II REPORT FROM THE REPORTING ACCOUNTANTS
REPORT FROM REPORTING ACCOUNTANTS ON THE DISCOUNTED CASH FLOW
FORECAST IN CONNECTION WITH CERTAIN INTANGIBLE ASSETS ADOPTED IN
THE VALUATION OF 100% EQUITY INTEREST IN RIBOCURE PHARMACEUTICALS
AB
To the Directors of Suzhou Ribo Life Science Co., Ltd.
We have been engaged to report on the arithmetical accuracy of the calculations of the discounted
cash flow forecast of certain intangible assets (the “Forecast”) on which the valuation report
dated 16 October 2026 prepared by JZ (Shanghai) Assets Appraisal Co., Ltd. in respect of the
proposed acquisition of 49.71% of the total issued share capital of Ribocure Pharmaceuticals
AB (the “ Target Company ” ) as at 30 June 2026 is based. The valuation is set out in the
announcement of Suzhou Ribo Life Science Co., Ltd. (the “Company”) dated 19 October 2026 (the
“Announcement”) in connection with the acquisition of the Target Company. The valuation based
on the Forecast is regarded as a profit forecast under paragraph 14.61 of the Rules Governing the
Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).
Directors’ responsibilities
The directors of the Company (the “Directors”) are solely responsible for the preparation of the
Forecast in accordance with the bases and assumptions determined by the Directors and as set out
in the section headed Appendix I of the Announcement (the “Assumptions”). This responsibility
includes carrying out appropriate procedures relevant to the preparation of the discounted future
cash flows for the Forecast and applying an appropriate basis of preparation; and making estimates
that are reasonable in the circumstances.
Our independence and quality management
We have complied with the independence and other ethical requirements of the Code of Ethics for
Professional Accountants as issued by the Hong Kong Institute of Certified Public Accountants
(“HKICPA”), which is founded on fundamental principles of integrity, objectivity, professional
competence and due care, confidentiality and professional behavior.
Our firm applies Hong Kong Standard on Quality Management 1 Quality Management for Firms
that Perform Audits or Reviews of Financial Statements, or Other Assurance or Related Services
Engagements which requires the firm to design, implement and operate a system of quality
management including policies or procedures regarding compliance with ethical requirements,
professional standards and applicable legal and regulatory requirements.

II-1

Reporting accountants’ responsibilities
Our responsibility is to express an opinion on the arithmetical accuracy of the calculations of the
Forecast based on our work. The Forecast does not involve the adoption of accounting policies.
We conducted our engagement in accordance with Hong Kong Standard on Assurance
Engagements 3000 (Revised) Assurance Engagements Other Than Audits or Reviews of Historical
Financial Information as issued by the HKICPA. This standard requires that we plan and perform
our work to obtain reasonable assurance as to whether, so far as the arithmetical accuracy of the
calculations are concerned, the Directors have properly compiled the Forecast, in all material
respects, in accordance with the Assumptions adopted by the Directors. Our work consisted
primarily of checking the arithmetical accuracy of the calculations of the Forecast prepared based
on the Assumptions made by the Directors. Our work is substantially less in scope than an audit
conducted in accordance with Hong Kong Standards on Auditing as issued by the HKICPA.
Accordingly, we do not express an audit opinion.
We are not reporting on the appropriateness and validity of the Assumptions on which the Forecast
are based and thus express no opinion whatsoever thereon. Our work does not constitute any
valuation of the Target Company. The Assumptions used in the preparation of the Forecast include
hypothetical assumptions about future events and management actions that may or may not occur.
Even if the events and actions anticipated do occur, actual results are still likely to be different
from the Forecast and the variation may be material. Our work has been undertaken for the purpose
of reporting solely to you under Rule 14A.68(7) of the Listing Rules and for no other purpose.
We accept no responsibility to any other person in respect of our work, or arising out of or in
connection with our work.
Opinion
Based on the foregoing, in our opinion, so far as the arithmetical accuracy of the calculations
of the Forecast is concerned, the Forecast has been properly compiled in all material respects in
accordance with the Assumptions adopted by the Directors.

Ernst & Young
Certified Public Accountants
Hong Kong
19 October 2026

II-2

APPENDIX III LETTER FROM THE BOARD REGARDING PROFIT FORECAST OF THE
TARGET COMPANY

The following is the text of a letter from the Board, relating to the valuation, for, amongst other
purposes, inclusion in this announcement.
October 16, 2026
Listing Division
The Stock Exchange of Hong Kong Limited
12/F, Two Exchange Square
8 Connaught Place, Central, Hong Kong
Dear Sir or Madam,
DISCLOSEABLE TRANSACTION AND CONNECTED TRANSACTION
ACQUISITION OF THE 49.71% SHAREHOLDING IN A SUBSIDIARY INVOLVING
THE ISSUE OF CONSIDERATION SHARES UNDER SPECIFIC MANDATE
We refer to the announcement of Suzhou Ribo Life Science Co., Ltd. (the “Company”) dated
October 19, 2026 in relation to the captioned transaction (the “Announcement ”). Unless the
context requires otherwise, terms defined in the Announcement shall have the same meanings in
this letter when used herein.
We refer to the Valuation Report dated October 16, 2026 prepared by JZ (Shanghai) Assets
Appraisal Co., Ltd. (金證(上海)資產評估有限公司), in relation to the valuation (the “Valuation”)
of 100% equity interest in the Target Company as set out in Appendix I to the Announcement,
among which discounted cash flow method was applied in the evaluation of certain intangible
assets which constitutes a profit forecast under Rule 14.61 of the Listing Rules (the “Forecast”).
The Board has reviewed and prepared the information and documents relating to the basis and
assumptions on which the discounted cash flows used for certain intangible assets under the
asset-based approach in the Valuation are based and the calculation method used, and has reviewed
the Valuation prepared by the Valuer. The Board has also considered the report from the Reporting
Accountants, as set out in Appendix II to the Announcement, regarding the calculations of the
Forecast.
On the basis of the foregoing, in accordance with the requirements under Rule 14.60A(3) of the
Listing Rules, the Board confirms that the Forecast has been made after due and careful enquiry by
us.
By Order of the Board
Suzhou Ribo Life Science Co., Ltd.
LIANG Zicai
Chairman

III-1