Sisram Medical (01696.HK) Caps Royalty Payments at USD11.20 Million Annually for 2026-2028 Under Fosun Industrial Sublicense

Bulletin Express
03/12

On 12 March 2026, Sisram Medical Ltd. (01696.HK) announced that it has set annual caps of up to USD11.20 million for royalty payments payable to Fosun Industrial Co., Ltd. for each of the financial years ending 31 December 2026, 31 December 2027 and 31 December 2028. The caps relate to a sublicense agreement signed on 26 October 2022, covering the know-how and patents of an aesthetic-indication product (the “Licensed Product”) that the group plans to commercialise in 2026.

The royalty formula is tiered and linked to annual net sales of the Licensed Product: • 16% of net sales below USD100 million; • USD16 million plus 18% of net sales between USD100 million and USD300 million; • USD52 million plus 20% of net sales between USD300 million and USD500 million; • USD92 million plus 22% of net sales above USD500 million.

Sisram determined the USD11.20 million cap for each of the next three years after evaluating expected market size, projected sales volumes and deductions permitted in calculating net sales (e.g., trade discounts and taxes, capped at 5% of gross invoiced amounts). The royalty obligation continues until the later of patent expiry, regulatory exclusivity loss, first biosimilar launch in the territory, or 15 years after first commercial sale.

Fosun Industrial is a wholly-owned subsidiary of Shanghai-listed Fosun Pharma, Sisram’s controlling shareholder. Consequently, the royalty payments constitute continuing connected transactions under Chapter 14A of the Hong Kong Listing Rules. With the highest applicable percentage ratio exceeding 0.1% but below 5%, the transactions require reporting, annual review and announcement, but are exempt from circular and independent shareholders’ approval.

All board members voted on the cap despite holding positions in Fosun Pharma or its subsidiaries, in accordance with Israeli corporate regulations allowing participation when a majority have a personal interest. Sisram has reiterated its connected-transaction monitoring framework, auditor review procedures and regular director training to ensure ongoing compliance.

Management believes the sublicense will expand Sisram’s medical-aesthetic product portfolio, create cross-selling opportunities and enhance revenue diversification once commercialisation begins in 2026.

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