本次交易相关主体买卖股票情况的自查报 国泰海通证券股份有限公司 关于 上海奥浦迈生物科技股份有限公司 告 之 专项核查意见 独立财务顾问 二〇二五年六月 上海奥浦迈生物科技股份有限公司（以下简称"上市公司"、"奥浦迈"） 拟发行股份及支付现金购买资产并募集配套资金（以下简称"本次交易"）。 根据《上市公司重大资产重组管理办法》《公开发行证券的公司信息披露内 容与格式准则第 26 号—上市公司重大资产重组》《监管规则适用指引—上市类 第 1 号》等文件的规定，国泰海通证券股份有限公司（以下简称"独立财务顾问" "国泰海通"）作为本次交易的独立财务顾问，对上市公司本次交易相关内幕信 息知情人买卖股票的自查报告进行了核查，具体情况如下： 一、本次交易的内幕信息知情人买卖股票情况自查期间 根据上市公司披露的公告文件，奥浦迈于 2025 年 1 月 17 日发布《上海奥浦 迈生物科技股份有限公司关于筹划重大资产重组的停牌公告》，首次披露上市公 司正在筹划本次交易，经向上交所申请，上市公司股票于 2025 年 1 月 17 日开市 起停牌。2025 年 6 月 6 日，上市公司披露了《重组报告书（草案）》。 根据《公开发 ...

Core Viewpoint - The merger between Guotai Junan and Haitong Securities is progressing significantly, with a focus on the fate of their respective fund management companies, Huaan Fund and Haifutong Fund, which could reshape the asset management landscape in China [1][2]. Group 1: Merger Progress - The merger, described as the largest and most complex case of listed brokerage integration in China's capital market, has received overwhelming approval from shareholders and has submitted key applications to the China Securities Regulatory Commission (CSRC) [2]. - The integration involves multiple core business licenses, with the strategies for the public fund subsidiaries being particularly critical [2][4]. Group 2: Fund Management Comparison - Huaan Fund has a significantly larger management scale, with total assets under management (AUM) of 721.746 billion yuan and non-money market fund AUM of 418.909 billion yuan, ranking 13th in the industry. In contrast, Haifutong Fund has an AUM of 171.923 billion yuan and non-money market fund AUM of 124.931 billion yuan, ranking 37th [5][6]. - In terms of profitability, Huaan Fund reported a net profit of 519 million yuan in the first half of 2024, while Haifutong Fund's net profit was only 134 million yuan, approximately one-fourth of Huaan's [7]. Group 3: License and Strategic Considerations - Haifutong Fund holds three critical licenses: social security fund domestic manager, basic pension insurance investment manager, and enterprise annuity investment manager, with the social security license being particularly rare [8]. - The potential strategy leans towards a "dual foundation merger" while retaining the Haifutong brand to maximize the value of high-quality licenses [10]. Group 4: Integration Challenges - The integration process will face challenges such as the cost of rebranding Huaan Fund's assets, which exceeds 700 billion yuan, and the need to replace brand identifiers across 283 products, potentially taking over a year [10]. - There are concerns regarding the power structure post-merger, as both fund managers are industry leaders with distinct backgrounds, leading to speculation about potential new executive appointments [10]. - Employee redundancy is another issue, with Huaan Fund employing 529 people and Haifutong Fund 354, necessitating careful management of overlapping roles [11]. Group 5: Market Implications - If the merger proceeds, the combined assets of Huaan and Haifutong Funds would total 893.669 billion yuan, positioning them among the top tier in the industry [13]. - The outcome of this merger will serve as a significant case study for future restructuring in China's financial sector, highlighting the balance between scale and licensing advantages [13].

Global Asset Performance - Global stock markets mostly declined last week, while commodity prices generally increased. The Nikkei 225 rose by 1.50%, emerging market stock index increased by 0.05%, S&P 500 fell by 0.15%, developed market stock index decreased by 0.30%, Shanghai Composite Index dropped by 0.51%, and Hang Seng Index fell by 1.52% [1][3] - Commodity prices saw significant increases, with IPE Brent crude futures up by 2.85%, S&P-Goldman Commodity Index rising by 2.30%, South China Commodity Index increasing by 2.29%, and COMEX copper up by 1.74%. However, London gold spot price decreased by 1.91% [1][3] - In the bond market, domestic 10Y government bond futures prices rose by 0.30%, and the total price index of China bonds increased by 0.16%. The 10-year U.S. Treasury yield fell by 3 basis points to 4.38% [1][3] Economic Indicators in the U.S. - U.S. industrial output fell both year-on-year and month-on-month in May 2025, with a year-on-year growth rate of -0.13% compared to 0.55% in the previous month, and a month-on-month growth rate of -0.21% compared to -0.10% [6][10] - The industrial capacity utilization rate in the U.S. decreased to 77.43%, while the manufacturing capacity utilization rate slightly increased to 76.73% [6] - The Philadelphia Fed Manufacturing Index for June remained unchanged at -4.0, showing improvement from April's -26.4 [8] - New private housing starts in the U.S. fell by 4.56% year-on-year in May, and retail and food service sales also declined by 3.29% year-on-year [10] Inflation and Monetary Policy - The Federal Reserve maintained its interest rate target range at 4.25%-4.5% during the June meeting, marking the fourth consecutive meeting without a change. However, inflation expectations have increased, with the Fed lowering its economic growth forecasts for 2025 and 2026 [24] - The European Central Bank (ECB) indicated that its anti-inflation measures are nearly complete, with a cautious stance on future rate cuts, although market expectations suggest a potential rate cut later in the year [25] - The Bank of Japan decided to keep its policy rate unchanged at around 0.5% and will slow the pace of bond purchase reductions starting in the fiscal year 2026 [26]

Core Viewpoint - The article discusses the historical and recent trends of the AH premium, indicating a long-term downtrend in the AH premium center due to various factors including market structure, liquidity differences, and the influx of quality assets into the Hong Kong market [1][2]. Group 1: Historical Context of AH Premium - The AH premium has historically existed due to differences in market systems, liquidity, and industry structure, with the premium index fluctuating around 115 before the launch of the Stock Connect in late 2014, and rising to an average of 134 post-launch [2][3]. - The differences in listing systems between A-shares and H-shares, such as the introduction of a registration system in A-shares and a more market-driven pricing mechanism in H-shares, contribute to the persistent AH premium [3][4]. Group 2: Recent Changes in AH Premium - Since early 2024, the AH premium has been on a downward trend, with a notable drop to a new low of 128 as of June 16, 2025, which is the lowest since June 2020 [2][8]. - The issuance discount for new Hong Kong listings from mainland companies has narrowed significantly, with the average discount dropping from 17.6 in 2023 to 6.5 in 2024, indicating a shift in market dynamics [8][9]. Group 3: Factors Influencing the Downtrend - The liquidity gap between Hong Kong and A-share markets is narrowing, with significant inflows of southbound capital into Hong Kong, increasing the proportion of southbound holdings from 13.5% in early 2024 to 20.6% [15][16]. - The concentration of quality assets in the Hong Kong market, driven by policies encouraging mainland companies to list in Hong Kong, is expected to further reduce the valuation gap between A-shares and H-shares [16][18]. Group 4: Future Outlook - The proportion of emerging industries in the Hong Kong market is anticipated to rise, with a notable decline of 19.6 percentage points in the market capitalization-weighted AH premium rate, primarily driven by traditional sectors [18][20]. - The article suggests that even if the AH premium returns to historical averages, the impact on emerging industries represented by the Hang Seng Technology Index will be limited [18].

Group 1 - The core point of the announcement is that Rongtong Fund Management Co., Ltd. has signed a sales agreement with Guotai Junan Securities Co., Ltd. to add Guotai Junan as a sales institution for certain open-end funds starting from June 23, 2025, and will also launch a regular investment plan [1][2]. - The applicable funds and business scope are mentioned, indicating that investors can use the new sales channel for regular investment services [1]. - Investors are advised to read the fund's legal documents, such as the "Fund Contract" and "Prospectus," for detailed information about the funds [1]. Group 2 - Contact information for both Guotai Junan Securities and Rongtong Fund Management is provided, including websites and customer service phone numbers for investor inquiries [1]. - The announcement is dated June 23, 2025, indicating the effective date for the new sales agreement and investment services [3].

公司于2025年4月28日召开公司第二届董事会第十五次会议、第二届监事会 第十一次会议，会议审议通过了《关于公司2024年度利润分配方案的议案》， 并同意将该利润分配方案提交公司2024年年度股东大会审议。 国泰海通证券股份有限公司（以下简称"国泰海通"或"保荐机构"）作为上 海宣泰医药科技股份有限公司（以下简称"宣泰医药"或"公司"）首次公开发行 股票并上市保荐机构，根据《证券发行上市保荐业务管理办法》《上海证券交 易所科创板股票上市规则》《上海证券交易所上市公司自律监管指引第 11 号— —持续督导》《上海证券交易所科创板上市公司自律监管指引第 1 号——规范运 作》《上海证券交易所上市公司自律监管指引第7 号——回购股份》等有关规定， 对宣泰医药2024 年度利润分配所涉及的差异化分红（以下简称"本次差异化分红" ）相关事项进行了审慎核查，具体情况如下： 一、本次差异化分红的原因 公司于2024年2月19日召开第二届董事会第八次会议，审议通过了《关于以 集中竞价交易方式回购公司股份方案的议案》，同意公司以自有资金通过上海 证券交易所股票交易系统以集中竞价交易方式回购公司已发行的部分人民币普 通股（A股） ...

Investment Rating - The report maintains a "recommended" rating for the industry, indicating a positive outlook for the sector's fundamentals and expected performance relative to the benchmark index [9]. Core Insights - The report highlights the ongoing reforms in the Sci-Tech Innovation Board (科创板), emphasizing its role as a "testing ground" for capital market innovations and the introduction of the "1+6" policy measures aimed at enhancing the integration of technology and industry [2][8]. - The introduction of the fifth listing standard for unprofitable companies is expected to attract a new wave of strategic emerging industry enterprises, particularly in sectors like artificial intelligence and commercial aerospace, thereby increasing the technological content of the capital market [3][8]. - A pre-IPO review mechanism for high-quality tech companies is proposed to better protect corporate information and technology security, drawing parallels with successful practices in foreign markets [4][8]. - The report anticipates an influx of capital into quality tech enterprises through the expansion of investment products and risk management tools on the Sci-Tech Innovation Board, which will enhance value discovery efficiency [5][8]. Summary by Sections Section 1: Industry Overview - The report discusses the current state of the Sci-Tech Innovation Board, noting that as of June 20, 37 companies have applied for listing under the fifth standard, with a concentration in the biopharmaceutical sector [3][8]. Section 2: Policy Measures - The "1+6" policy includes setting up a growth layer on the Sci-Tech Innovation Board, reintroducing the fifth standard for unprofitable companies, and expanding the standard's applicability to more frontier technology sectors [8]. Section 3: Market Dynamics - The report indicates that the total market capitalization of the industry is approximately 577.64 billion, with a circulating market value of about 552.86 billion [5][8]. Section 4: Performance Metrics - The report provides performance metrics, showing a 36.8% absolute performance over 12 months, indicating strong growth potential compared to the benchmark [7][8]. Section 5: Recommendations - The report suggests focusing on leading brokerage firms such as CITIC Securities and CICC, which are well-positioned to benefit from the reforms in the Sci-Tech Innovation Board [9].

6月18日，证监会发布了《关于在科创板设置科创成长层 增强制度包容性适应性的意见》。此次改革包括 新设科创成长层、试点引入资深专业机构投资者制度、试点IPO预先审阅机制，扩大第五套标准适用范围 等。 对于券商而言，改革带来了更多的业务机遇，或许意味着科创板IPO的边际放松，利好券商投行、投资等业务 发展，部分在科创板保荐承销业务拥有优势的投行将更加受益。 申万宏源非银分析师罗钻辉称，科创板自2019年设立以来，第五套上市标准（允许符合国家战略、突破关键核 心技术且市场认可度高的企业，在无盈利情况下以预计市值40亿元门槛上市）一直是未盈利硬科技企业登陆资 本市场的重要路径。2023年，采用科创板第五套标准申报的未盈利企业的 IPO进程进入实质性暂停。2025年3 月，证监会党委召开扩大会议指出要增强制度包容性、适应性，支持优质未盈利科技企业发行上市，稳妥恢复 科创板第五套标准适用。 罗钻辉认为，随着本轮政策落地，科创类企业上市融资有望提速，科创板、创业板融资规模有望修复。截至 2024年末，科创板、创业板融资规模分别为248亿元、552亿元，处于2019年来最低水平。改革将吸引更多科技 创新类企业上市融资，促使 ...

Core Viewpoint - The rapid expansion era of securities analysts in China has come to an end, with a significant slowdown in the growth of analyst numbers, indicating a shift towards quality and differentiated competitiveness in the industry [4][6]. Analyst Team Size - As of June 19, the total number of securities analysts reached 5,787, with a net increase of only 41 since the beginning of the year, a stark contrast to previous years [2][4]. - Currently, 20 securities firms have analyst teams of over 100, and 44 firms have teams of over 50. The top three firms by analyst count are CICC with 341, Guotai Junan Securities with 287, and CITIC Securities with 267 [5]. Industry Restructuring - The merger of Guotai Junan and Haitong Securities led to a significant increase in analysts from 174 to 287, while the merger of Guolian and Minsheng Securities saw a slight decrease in their analyst numbers [8]. - Oriental Fortune Securities has increased its analyst count by 24, focusing on recruitment to adapt to the pressures of public fund commission reforms [8]. Focus on Insurance Asset Management - Following the public fund commission reform, many research institutions are prioritizing services for insurance asset management, which has become a key revenue source [11][12]. - Insurance asset management has seen a rise in commission scale, and with the recent reforms, the fee rates for insurance funds have become more competitive compared to public funds [12].

Core Viewpoint - The transaction between the listed company and the target company aims to enhance business synergy and improve asset quality by integrating their operations in the biopharmaceutical sector, particularly focusing on cell culture products and CDMO services [1][2][3]. Group 1: Transaction Necessity and Business Integration - The listed company and the target company both operate in the biopharmaceutical sector, with the listed company focusing on cell culture products and CDMO services, while the target company specializes in CRO services for early-stage drug development [1][3]. - The transaction is seen as a strategic move to create synergies in business operations, customer bases, and international market strategies, enhancing the overall service offerings [2][4]. - The integration will allow the listed company to provide a comprehensive service chain from early drug development to commercial production, thereby improving customer retention and satisfaction [5][6]. Group 2: Financial Impact and Asset Quality Improvement - The transaction is expected to significantly improve the financial metrics of the listed company, with projected increases in total assets by 76.07% and net profit by 222.72% post-transaction [14][16]. - The integration will enhance the company's ability to withstand market fluctuations by diversifying its revenue streams, as CRO services are less correlated with the commercial production cycles of biopharmaceuticals [17][18]. - The merger will also reduce reliance on single product lines, allowing the company to offer a full range of services from early research to commercial production, thus strengthening its competitive position [17][19]. Group 3: Industry Trends and Strategic Alignment - The transaction aligns with industry trends where biopharmaceutical companies are increasingly seeking comprehensive service providers to streamline their drug development processes [19][20]. - The merger is consistent with industry practices where companies expand their capabilities through acquisitions to enhance service offerings and market competitiveness [19][20]. - The combined entity will be better positioned to compete with leading firms in the sector by offering integrated solutions that cover the entire drug development lifecycle [19][20]. Group 4: Integration Plans and Management Control - Post-transaction, the listed company plans to implement a comprehensive integration strategy that includes shared customer resources, joint marketing efforts, and unified management structures to enhance operational efficiency [22][23]. - The management team from the target company will remain in place, ensuring continuity while also integrating into the listed company's governance structure to facilitate effective oversight and control [26][30]. - The integration will focus on leveraging the strengths of both companies to create a robust platform for biopharmaceutical services, enhancing overall market presence and operational capabilities [22][23].