中信证券股份有限公司 关于 山西锦波生物医药股份有限公司 向特定对象发行股票 之 发行保荐书 保荐人（主承销商） 广东省深圳市福田区中心三路 8 号卓越时代广场（二期）北座 二零二五年十一月 | 目 | 录 1 | | --- | --- | | 声 | 明 2 | | 第一节 | 本次证券发行基本情况 3 | | | 一、保荐人名称 3 | | | 二、保荐代表人、项目协办人及其他项目组成员情况 3 | | | 三、本次保荐的发行人证券发行的类型 5 | | | 四、发行人情况 5 | | | 五、保荐人与发行人存在的关联关系 9 | | | 六、保荐人内部审核程序和内核意见 10 | | 第二节 | 保荐人承诺事项 12 | | 第三节 | 对本次证券发行上市的推荐意见 13 | | | 一、本次发行的推荐结论 13 | | | 二、本次发行履行了法定决策程序 13 | | | 三、本次发行符合相关法律规定 14 | | | 四、对发行人落实《关于首发及再融资、重大资产重组摊薄即期回报有关事 | | | 项的指导意见》的核查情况 19 | | | 五、发行人存在的主要风险 19 | | | 六、对发行人发 ...

中信证券股份有限公司 关于 山西锦波生物医药股份有限公司 向特定对象发行股票 之 上市保荐书 保荐机构（主承销商） 广东省深圳市福田区中心三路8号卓越时代广场（二期）北座 二〇二五年十一月 山西锦波生物医药股份有限公司向特定对象发行股票申请文件 上市保荐书 声 明 中信证券股份有限公司（以下简称"中信证券""保荐人"或"保荐机构" ） 接受山西锦波生物医药股份有限公司（以下简称"锦波生物"、"发行人"或"公 司"）的委托，担任其向特定对象发行股票的保荐人。 本保荐机构及保荐代表人根据《中华人民共和国公司法》（以下简称"《公 司法》"）《中华人民共和国证券法》（以下简称"《证券法》"）《证券发行 上市保荐业务管理办法》（以下简称"《保荐业务管理办法》"）《北京证券交 易所上市公司证券发行注册管理办法》（以下简称"《发行注册管理办法》"） 《北京证券交易所证券发行上市保荐业务管理细则》（以下简称"《保荐业务管 理细则》"）等有关法律、行政法规和中国证券监督管理委员会、北京证券交易 所的规定，诚实守信，勤勉尽责，严格按照依法制定的业务规则和行业自律规范 出具上市保荐书，并保证所出具文件真实、准确、完整。 本上市保荐 ...

关于山西锦波生物医药股份有限公司 向特定对象发行股票申请文件 审核问询函的专项核查意见 中国杭州市钱江新城新业路 8 号 UDC 时代大厦 A 座 5-8 层、12 层、23 层 www.zhcpa.cn Floors5-8,12and23,Block A,UDC Times Building,No.8 Xinye Road，Qianjiang New City,Hangzhou Tel.0571-88879999 Fax.0571-88879000 关于山西锦波生物医药股份有限公司 向特定对象发行股票申请文件 审核问询函的专项核查意见 中汇会专[2025]11338 号 北京证券交易所： 由山西锦波生物医药股份有限公司(以下简称公司或锦波生物)转来的贵所 于 2025 年 9 月 30 日出具的《关于山西锦波生物医药股份有限公司向特定对象发 行股票申请文件的审核问询函》(以下简称问询函)奉悉，我们作为山西锦波生物 医药股份有限公司的会计师，对问询函有关财务问题进行了认真分析，现就问询 函有关财务问题回复如下: 如无特别说明，本专项说明使用的简称与《山西锦波生物医药股份有限公司 2025 年度向特定对象发行股 ...

Group 1 - The medical beauty sector experienced a decline of 0.83% on November 12, with Ai Meike leading the drop [1] - The Shanghai Composite Index closed at 4000.14, down 0.07%, while the Shenzhen Component Index closed at 13240.62, down 0.36% [1] - Major stocks in the medical beauty sector showed varied performance, with *ST Meigu rising by 5.09% to a closing price of 4.54, while Ai Meike fell by 2.04% to 157.68 [1] Group 2 - The medical beauty sector saw a net outflow of 41.53 million yuan from main funds, while retail investors contributed a net inflow of 38.87 million yuan [1] - Specific stock fund flows indicated that *ST Meigu had a main fund net inflow of 8.99 million yuan, while Ai Meike faced a significant outflow of 49.08 million yuan [2] - Retail investors showed a positive net inflow in Ai Meike, amounting to 34.04 million yuan, despite the overall negative trend in main funds [2]

Group 1 - The medical beauty sector increased by 1.68% on November 11, with Ai Meike leading the gains [1] - The Shanghai Composite Index closed at 4002.76, down 0.39%, while the Shenzhen Component Index closed at 13289.0, down 1.03% [1] - Major stocks in the medical beauty sector showed varied performance, with Ai Meike closing at 160.97, up 2.86%, and Jinbo Biological down 2.00% at 231.20 [1] Group 2 - The net inflow of main funds in the medical beauty sector was 104 million yuan, while retail investors experienced a net outflow of 68.75 million yuan [1] - Specific stock fund flows indicated that Ai Meike had a net outflow of 500.88 million yuan, while Huaxi Biological saw a net inflow of 276.77 million yuan [2] - ST Meigu experienced a significant net outflow of 1.79 million yuan, reflecting a decline of 18.27% [2]

Investment Rating - The investment rating for the company is "Buy" (maintained) [4] Core Views - The company achieved a revenue growth of 31% year-on-year for Q1-Q3 2025, driven by new product launches and the multi-faceted empowerment from Yangshengtang [4][5] - The forecasted net profits for the company from 2025 to 2027 are expected to be 879 million, 1.217 billion, and 1.56 billion RMB respectively, with corresponding P/E ratios of 31, 22, and 17 times based on the closing price on November 7, 2025 [5] Financial Performance Summary - For Q1-Q3 2025, the company reported a revenue of 1.296 billion RMB (yoy +31%) and a net profit of 568 million RMB (yoy +9%) [7] - The revenue growth is primarily attributed to the increase in sales of medical devices and functional skincare products, with a notable rise in the sales of A-type recombinant human collagen products [7] - The company’s revenue for 2025 is projected to reach 1.904 billion RMB, with a year-on-year growth rate of 31.98% [6][8] - The gross profit margin is expected to remain high at around 90% for the coming years, indicating strong profitability [8] Product and Market Development - The company launched the new HiveCOL collagen product in July 2025, which is anticipated to drive growth in the medical aesthetics sector [7] - The company is actively expanding its market presence through online promotions and collaborations with both international and domestic brands, enhancing its sales channels [7] - The company has received regulatory approval for its recombinant type III human collagen freeze-dried fibers, which have broad application prospects in various medical fields [7]

Group 1 - The medical beauty sector increased by 4.29% on November 10, with *ST Meigu leading the gains [1] - The Shanghai Composite Index closed at 4018.6, up 0.53%, while the Shenzhen Component Index closed at 13427.61, up 0.18% [1] - The main funds in the medical beauty sector saw a net inflow of 94.61 million yuan, while retail funds experienced a net outflow of 53.71 million yuan [1] Group 2 - *ST Meigu's closing price was 4.22 yuan, with a rise of 4.98% and a trading volume of 163,200 shares, amounting to a transaction value of 68.05 million yuan [1] - Aimeike's closing price was 156.50 yuan, with a rise of 4.92% and a trading volume of 110,400 shares, amounting to a transaction value of 173.27 million yuan [1] - Huaxi Biological's closing price was 51.46 yuan, with a rise of 3.37% and a trading volume of 40,500 shares, amounting to a transaction value of 207 million yuan [1]

Market Overview - The medical beauty sector experienced a decline of 0.93% on November 7, with Ai Meike leading the drop [1] - The Shanghai Composite Index closed at 3997.56, down 0.25%, while the Shenzhen Component Index closed at 13404.06, down 0.36% [1] Stock Performance - The closing prices and performance of key stocks in the medical beauty sector are as follows: - *ST Meigu: Closed at 4.02, up 1.77% with a trading volume of 143,600 shares and a turnover of 57.01 million yuan [1] - Jinbo Biological: Closed at 234.00, up 0.02% with a trading volume of 7,738.5 shares and a turnover of 1.83 billion yuan [1] - Huaxi Biological: Closed at 49.78, down 0.04% with a trading volume of 17,300 shares and a turnover of 86.15 million yuan [1] - Ai Meike: Closed at 149.16, down 1.87% with a trading volume of 30,900 shares and a turnover of 465 million yuan [1] Capital Flow - The medical beauty sector saw a net outflow of 46.6453 million yuan from main funds, while retail investors contributed a net inflow of 34.3979 million yuan [1] - The capital flow for key stocks is as follows: - *ST Meigu: Net outflow of 2.6832 million yuan, down 4.71% [2] - Huaxi Biological: Net outflow of 3.3342 million yuan, down 3.87% [2] - Ai Meike: Net outflow of 40.6279 million yuan, down 8.74% [2]

Core Insights - As of November 6, the total margin financing and securities lending balance on the Beijing Stock Exchange (BSE) is 7.958 billion yuan, a decrease of 16.7738 million yuan from the previous trading day [1] - The stocks with the highest margin financing balances include Jinbo Biological, Shuguang Digital Innovation, and Betterray, with balances of 406 million yuan, 332 million yuan, and 264 million yuan respectively [1] - A total of 131 stocks on the BSE received net margin purchases, with 36 stocks having net purchases exceeding 1 million yuan, led by Kaifa Technology with a net purchase of 16.6739 million yuan [1][2] Margin Financing Overview - The margin financing balance on November 6 is 7.957 billion yuan, down by 16.7451 million yuan, marking a decrease for three consecutive trading days [1] - The securities lending balance is 442,700 yuan, a decrease of 28,700 yuan from the previous trading day [1] Sector Performance - The sectors with the most stocks receiving net margin purchases over 1 million yuan are electric power equipment, machinery, and pharmaceutical biology, with 9, 6, and 5 stocks respectively [2] - On November 6, the average decline for stocks with net margin purchases exceeding 1 million yuan was 1.90%, with Lingge Technology, Tianming Technology, and Audiwei showing increases of 2.87%, 0.88%, and 0.70% respectively [2] Trading Activity - The weighted average turnover rate for stocks with net margin purchases over 1 million yuan on November 6 was 5.92%, with the highest turnover rates seen in Caneng Electric, Kerun Zhikong, and Deer Chemical at 49.67%, 21.24%, and 20.75% respectively [2] - The average daily turnover rate for BSE stocks on the same day was 3.71% [2] Notable Stocks - The stocks with the largest increases in margin financing on November 6 include Kaifa Technology (increase of 16.6739 million yuan), Tianming Technology (increase of 7.9101 million yuan), and Qiaoguan Cable (increase of 6.7871 million yuan) [2][3] - Stocks with the largest net margin sales include Betterray, Shuguang Digital Innovation, and Danna Biological, with net sales of 20.1779 million yuan, 13.0228 million yuan, and 11.6394 million yuan respectively [1][2]

Core Insights - The average stock price of A-shares is 13.99 yuan, with 155 stocks priced over 100 yuan, an increase of 4 from the previous trading day [1] - The Shanghai Composite Index closed at 4007.76 points, up 0.97%, while stocks over 100 yuan had an average increase of 2.34%, outperforming the index by 1.37 percentage points [1] - The top-performing stocks over 100 yuan include Cambrian Technology, Kweichow Moutai, and Yuanjie Technology, with closing prices of 1480.00 yuan, 1435.13 yuan, and 616.53 yuan respectively [1] Market Performance - The average increase of stocks priced over 100 yuan in the last month was 0.44%, while the Shanghai Composite Index rose by 3.22% [2] - Notable gainers in the past month include Yunhan Chip City, Xiangnan Chip Creation, and Ding Tai High-Tech, with increases of 82.01%, 76.54%, and 65.38% respectively [2] - Year-to-date, the average increase of stocks over 100 yuan is 109.55%, outperforming the Shanghai Composite Index's 89.98% [2] Industry Distribution - The majority of stocks over 100 yuan are concentrated in the electronics, computer, and machinery sectors, with 58 stocks from the electronics sector, accounting for 37.42% of the total [2] - The stock distribution by board shows that there are 31 stocks from the main board, 50 from the ChiNext, 4 from the Beijing Stock Exchange, and 70 from the Sci-Tech Innovation Board, with the latter making up 45.16% of the total [2] Institutional Ratings - Five stocks priced over 100 yuan received "buy" ratings from institutions, including Zhaoyi Innovation, Wancheng Group, and Tuojing Technology, with Tuojing Technology being newly covered by institutions [2] - Among the rated stocks, two have target prices indicating an upside potential exceeding 10%, with Jinbo Biological having the highest potential of 48.88% [3]