On December 31, 2025, Shanghai OPM Biosciences Co., Ltd. (“OPM”, stock code: 688293) obtained registration approval from the China Securities Regulatory Commission (CSRC) for it to issue shares and pay cash to acquire 100% equity interest in PharmaLegacy Laboratories (Shanghai) Co., Ltd. (“PharmaLegacy”), and to raise supporting funds.
OPM is a technology-driven innovative biopharmaceutical company listed on the STAR Market, primarily engaged in cell culture products and services. PharmaLegacy focuses on preclinical CRO services for biopharmaceutical research and development. Both parties are committed to providing high-quality raw materials and technical services to innovative global drug companies. Upon completion of the transaction, PharmaLegacy will become a wholly owned subsidiary of OPM. The two companies will leverage their complementary strengths to establish a full-chain service platform spanning “early-stage R&D, mid-to-late preclinical development, and commercial-scale manufacturing”, building a “cell culture media + CRDMO” ecosystem. This ecosystem will further advance OPM’s dual-engine business model of “products + services” and enhance its profitability and core competitiveness.
This transaction involves a total of 31 counterparties. As a highly market-oriented restructuring transaction, it adopts a differentiated pricing arrangement. Meanwhile, it enhances payment flexibility and safeguards the interests of the listed company through a share payment in installments mechanism. In addition, by applying the "reverse linkage" policy, the transaction encourages private equity funds, as patient capital, to participate in major asset restructurings of listed companies. Since the amended Administrative Measures for Major Asset Restructurings of Listed Companies came into effect in May 2025, it is the first transaction to (i) adopt an installment payment mechanism for share consideration in restructuring and (ii) apply the policy linking private equity investment fund holding periods inversely with lock-up periods for shares acquired through restructuring. As a “dual firsts” project, the transaction fully demonstrates both the installment payment mechanism for restructuring share consideration and the inverse linkage policy on lock-up periods for private equity funds, providing replicable and scalable practical guidance for similar transactions in the future.
Fangda Partners acted as OPM’s sole legal counsel for the transaction and was deeply involved throughout the process, including in designing the core transaction structure, drafting and negotiating transaction documents, conducting legal due diligence on the target assets, issuing legal opinions, assisting with information disclosures, and helping OPM successfully obtain the CSRC registration approval.
The Fangda team was led by partner Jane CHEN. Key team members included WU Cheng and Alison ZHU.