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 二零二五年十二月 | 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 二〇二五年十二月 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 | 声 | 明 1 | | --- | --- | | 目 | 录 2 | | 第一节 | 发行人基本情况 4 | | 一、公司概况 4 | | | 二、主营业务介绍 4 | | | 三、公司主要经营和财务数据及指标 5 | | | 四、发行人存在的主要风险 8 | | | 第二节 | 本次发行情况 12 | | 一、发行股票的种类和面值 12 | | | 二、发行方式 12 | | | 三、发行对象及认购方式 12 | | | 四、定价原则和发行价格 12 | | | 五、发行数量 13 | | | 六、募集资金投资项目 13 | | | 七、限售期 14 | | | 八、上市地点 14 | | | 九、本次向特定对象发行股票前公司的滚存未分配利润归属 14 | | | 十、关于本次向特定对象发行股票决议有效期限 14 | | | 第三节 | 保 ...

Market Overview - The medical beauty sector experienced a decline of 1.35% on January 20, with *ST Meigu leading the drop [1] - The Shanghai Composite Index closed at 4113.65, down 0.01%, while the Shenzhen Component Index closed at 14155.63, down 0.97% [1] Stock Performance - Key stocks in the medical beauty sector showed the following performance: - Huaxi Biological (688363) closed at 45.82, down 0.82% with a trading volume of 35,000 shares and a turnover of 161 million yuan [1] - Aimeike (300896) closed at 144.82, down 1.59% with a trading volume of 30,000 shares and a turnover of 436 million yuan [1] - Jinbo Biological (920982) closed at 234.11, down 1.96% with a trading volume of 6,327 shares and a turnover of 149 million yuan [1] - *ST Meigu (000615) closed at 3.24, down 2.70% with a trading volume of 106,900 shares and a turnover of 34.95 million yuan [1] Capital Flow - The medical beauty sector saw a net outflow of 100 million yuan from main funds, while retail investors contributed a net inflow of 74.88 million yuan [1] - Detailed capital flow for key stocks includes: - *ST Meigu: Main funds net outflow of 11.12 million yuan, retail net inflow of 6.93 million yuan [2] - Jinbo Biological: Main funds net outflow of 25.90 million yuan, retail net outflow of 1.30 million yuan [2] - Huaxi Biological: Main funds net outflow of 31.89 million yuan, retail net inflow of 22.38 million yuan [2] - Aimeike: Main funds net outflow of 57.26 million yuan, retail net inflow of 45.57 million yuan [2]

Investment Rating - Investment rating: Positive (maintained) [1] Core Insights - The luxury goods retail revenue in China is showing signs of recovery, with high-end brands like LVMH, Hermès, and Prada experiencing positive growth since Q2 2025 [15][16] - The global network literature market is witnessing rapid growth, particularly in Latin America, with WebNovel reaching nearly 400 million cumulative users by October 2025 [34][35] - The micro-drama and comic-drama market in China is projected to exceed 100 billion yuan in 2025, significantly surpassing the film box office revenue [37][38] - The probiotic market is expanding, with a focus on next-generation probiotics (NGPs) like AKK bacteria, which show significant potential in health applications [55][63] Summary by Sections 1. Duty-Free Shopping - Post-New Year duty-free shopping in Hainan shows strong growth, with sales reaching 3.89 billion yuan and a 49.6% year-on-year increase in shopping amount [31][33] - The high net worth individuals are expected to drive luxury consumption, with a notable increase in spending on preservation-type luxury goods [15][16] 2. Network Literature - The Chinese network literature market reached 49.55 billion yuan in 2024, with a 29.37% year-on-year growth, while the overseas market grew by 10.68% [34] - WebNovel has cultivated nearly 530,000 authors and over 820,000 original works, with a significant increase in user engagement [34][35] 3. Micro-Drama - The micro-drama and comic-drama market in China is expected to reach 100 billion yuan in 2025, with a 98% year-on-year growth [37][38] - The user base for micro-dramas is approaching 700 million, with a strong preference among female viewers [40][42] 4. Probiotics - The global probiotic market is projected to grow at a CAGR of 8.7%, reaching 93.49 billion USD by 2028, with China's market expected to reach 134.89 billion yuan by 2024 [55][63] - Next-generation probiotics like AKK bacteria are gaining traction, with significant potential in health management and consumer interest [55][63]

Group 1 - The financing balance of the North Exchange is approximately one-third of that of the ChiNext, indicating lower investor sentiment and market activity [1][11] - The North Exchange's financing balance reached a historical high of 92.85 billion yuan as of January 14, 2026, with a financing balance of 92.84 billion yuan [11][12] - The North Exchange's financing balance as a percentage of market capitalization was 1.25% in 2025, significantly lower than the ChiNext (3.57%) and the Sci-Tech Innovation Board (2.97%) [15][18] Group 2 - The North Exchange 50 Index reported 1,548.33 points, with a P/E ratio of 64.92X, while the North Exchange specialized and new index reached 2,666.88 points with a P/E ratio of 83.81X [2][32] - The average P/E ratios for key sectors in the North Exchange are as follows: high-end equipment (42.38X), information technology (96.48X), new chemical materials (47.82X), consumer services (49.03X), and biomedicine (37.32X) [39][44] - The North Exchange has seen a significant increase in daily trading volume, with an average of 409.81 billion yuan, up 55.52% from the previous week [31][33] Group 3 - The report recommends focusing on high-performing stocks within the North Exchange 50 and technology growth companies, particularly those with strong new production capabilities and scarcity attributes [46] - Recent IPOs have shown strong performance, with the first new stock of 2026, Kema Materials, experiencing a first-day increase of 371.27% [2][24] - The report highlights the active trading of North Exchange 50 constituent stocks, which generally show higher activity levels in financing and margin trading compared to non-constituent stocks [19][20]

Group 1 - The medical beauty sector increased by 0.18% on January 14, with Ai Meike leading the gains [1] - The Shanghai Composite Index closed at 4126.09, down 0.31%, while the Shenzhen Component Index closed at 14248.6, up 0.56% [1] - Major stocks in the medical beauty sector showed varied performance, with Ai Meike closing at 151.77, up 0.30%, and Jinbo Biological down 1.14% at 238.58 [1] Group 2 - The net inflow of main funds in the medical beauty sector was 5.91 million yuan, while retail funds saw a net inflow of 12.26 million yuan [1] - The main funds for Ai Meike had a net inflow of 17.77 million yuan, while retail funds had a net inflow of 4.15 million yuan [2] - Jinbo Biological experienced a significant net outflow of main funds at 43.53 million yuan, indicating a negative trend [2]

Group 1 - The medical beauty sector increased by 0.4% on January 12, with Ai Meike leading the gains [1] - The Shanghai Composite Index closed at 4165.29, up 1.09%, while the Shenzhen Component Index closed at 14366.91, up 1.75% [1] - The trading volume and turnover for Ai Meike were 44,900 shares and 6.76 billion yuan, respectively [1] Group 2 - The net outflow of main funds in the medical beauty sector was 50.50 million yuan, while retail funds saw a net inflow of 24.49 million yuan [1] - The detailed fund flow for individual stocks showed significant net outflows for *ST Meigu and Jinbo Biological, with net outflows of 7.42 million yuan and 39.56 million yuan, respectively [2] - Ai Meike experienced a net outflow of 34.20 million yuan from main funds, indicating a 5.06% decrease in net shareholding [2]

Market Performance - The North Exchange 50 Index increased by 5.82% compared to the previous week, while the Shanghai and Shenzhen 300 Index rose by 2.79% and the ChiNext Index by 3.89%[30] - The average market capitalization of North Exchange A-shares reached 3.197 billion yuan, with a daily average trading volume of approximately 26.13 billion yuan, up 34.57% from the previous week[5] Investment Recommendations - Focus on sectors with high industry prosperity and scarcity, particularly commercial aerospace, robotics, low-altitude economy, energy storage, solid-state batteries, and liquid cooling[40] - The PE ratios for North Exchange A-shares, ChiNext, Shanghai Main Board, Shenzhen Main Board, and Sci-Tech Innovation Board are 48.40, 45.54, 12.69, 24.07, and 78.26 respectively as of January 9, 2026[40] Economic Indicators - The Consumer Price Index (CPI) rose by 0.8% year-on-year in December 2025, marking the highest increase since March 2023[22] - The Producer Price Index (PPI) increased by 0.2% month-on-month in December 2025, but decreased by 1.9% year-on-year[22] Regulatory Developments - The People's Bank of China is expected to implement a prudent monetary policy, emphasizing the need for financial support for economic stability and growth in 2026[11] - The China Securities Regulatory Commission is intensifying efforts to combat financial fraud in the capital market, with 159 cases of financial fraud handled in 2024[18] Industry News - China applied for frequency resources for over 200,000 satellites in December 2025, indicating a significant expansion in the commercial aerospace sector[29] - The United Nations projects global economic growth at 2.7% for 2026, slightly lower than the 2.8% estimated for 2025, amid ongoing macroeconomic uncertainties[26]

Group 1 - The medical beauty sector increased by 2.39% on January 9, with Ai Meike leading the gains [1] - The Shanghai Composite Index closed at 4120.43, up 0.92%, while the Shenzhen Component Index closed at 14120.15, up 1.15% [1] - Key stocks in the medical beauty sector showed varied performance, with Ai Meike closing at 149.91, up 2.69%, and *ST Meigu closing at 3.34, down 1.18% [1] Group 2 - The medical beauty sector saw a net inflow of 192.35 million yuan from main funds, while retail investors experienced a net outflow of 3038.42 million yuan [1] - Specific stock fund flows indicated that Huaxi Biological had a main fund net inflow of 11.58 million yuan, while Ai Meike had a net outflow of 3941.60 million yuan from retail investors [2] - *ST Meigu had a significant net outflow of 1095.28 million yuan from main funds, but a net inflow of 956.07 million yuan from retail investors [2]

Group 1 - The report highlights the significant progress in the pharmaceutical and healthcare system reforms during the "14th Five-Year Plan" period, with a focus on grassroots healthcare and urban-rural integration [1][12] - The "15th Five-Year Plan" emphasizes the support for innovative drugs and medical devices, aiming to enhance the healthcare system and promote the development of traditional Chinese medicine [1][17] - The report indicates that the 11th batch of national drug procurement successfully implemented innovative goals, including maintaining clinical stability and quality assurance [1][14] Group 2 - As of December 31, 2025, the total market capitalization of 21 pharmaceutical and biotechnology companies on the North Exchange reached 748.30 billion, reflecting a growth of 45.81% from the beginning of the year [2][20] - The average market capitalization of these companies increased to 35.63 billion, up 38.87% from the previous year [2][21] - The North Exchange's pharmaceutical sector is primarily composed of chemical pharmaceuticals (38.10%), medical devices (28.57%), and biological products (19.05%) [2][31] Group 3 - In 2025, the North Exchange's pharmaceutical and biotechnology sector experienced a year-on-year increase of 37.38%, ranking third among various sectors [3][54] - The report notes that 80.95% of the pharmaceutical companies on the North Exchange saw an increase in their stock prices throughout the year [3][42] - The top-performing companies in terms of stock price growth included JinHao Medical (+174.08%), NuoSiLanDe (+105.64%), and BeiYiKang (+76.39%) [3][45] Group 4 - The report indicates that the North Exchange's pharmaceutical companies had a PE TTM average of 73X by the end of 2025, with a peak of 119X in August [2][34] - The distribution of valuations shows that the North Exchange has a higher proportion of companies with significant losses compared to other exchanges, with 28.57% of companies in the loss category [2][40] - The report highlights that the North Exchange's pharmaceutical sector is characterized by a high concentration of companies in the 100X and above PE TTM range [2][43]