国泰海通证券股份有限公司 关于上海益诺思生物技术股份有限公司 使用部分暂时闲置募集资金进行现金管理的核查意见 国泰海通证券股份有限公司（以下简称"国泰海通"或"保荐人"）作为上 海益诺思生物技术股份有限公司（以下简称"益诺思"、"公司"或"发行人"） 首次公开发行股票并在科创板上市持续督导的保荐机构，根据《证券发行上市保 荐业务管理办法》 《上市公司募集资金监管规则》 《上海证券交易所科创板上市公 司自律监管规则适用指引第 1 号——规范运作》等有关法律法规和规范性文件的 要求，就益诺思使用部分暂时闲置募集资金进行现金管理的事项进行了审慎核查， 并发表如下核查意见: 一、募集资金基本情况 根据中国证券监督管理委员会出具的《关于同意上海益诺思生物技术股份有 限公司首次公开发行股票注册的批复》 （证监许可〔2024〕762 号），公司首次公 开发行人民币普通股（A 股）3,524.4904 万股（以下简称"本次发行"），每股发 行价格为人民币 19.06 元，本次发行募集资金总额 67,176.79 万元，扣除发行费 用后，募集资金净额为 60,964.49 万元。上述募集资金已到位，经立信会计师事 务所（特殊普 ...

Core Viewpoint - The company intends to utilize part of its temporarily idle raised funds for cash management, ensuring that it does not affect the normal operation of fundraising investment projects and guarantees the safety of funds [1][4][8]. Fundraising Basic Information - The company raised a total of RMB 3,255,615,848.10 from its initial public offering of 32,984,963 shares at a price of RMB 9.87 per share, with all funds received and verified by an accounting firm [1][2]. Cash Management Purpose - The cash management aims to improve the efficiency of fund usage, increase cash asset returns, and protect shareholder interests while ensuring that fundraising investment projects are not impacted [4][5]. Cash Management Products - The company plans to invest in high-safety, liquid, principal-protected products, including but not limited to time deposits, large certificates of deposit, and notice deposits [4][5]. Investment Limit and Duration - The company intends to use up to RMB 130,000 million of temporarily idle funds for cash management, with a validity period of 12 months from the board's approval [4][5]. Implementation Method - The board authorizes the management to make investment decisions and sign relevant legal documents, with the finance management center responsible for organizing the implementation [4][5]. Information Disclosure - The company will fulfill its information disclosure obligations in accordance with relevant regulations and guidelines [5][8]. Cash Management Income Distribution - The income from cash management will be used to supplement any shortfall in the investment amounts of fundraising projects, and the funds will be returned to the fundraising special account upon maturity [5][8]. Impact on Company Operations - The cash management will not affect the normal operation of fundraising investment projects or the company's main business, and it is expected to enhance overall performance and shareholder returns [5][8]. Review Procedures - The board and supervisory board have approved the cash management proposal, confirming that it aligns with regulatory requirements and does not harm the interests of the company or its shareholders [7][8]. Sponsor's Verification Opinion - The sponsor has verified that the cash management plan complies with relevant regulations and will enhance fund usage efficiency without altering the intended use of the raised funds [8].

Core Viewpoint - The company is utilizing excess raised funds to replace previously invested self-raised funds for ongoing projects, ensuring compliance with regulatory requirements and maintaining the integrity of fundraising purposes [1][5][7]. Fundraising Overview - The company was approved to issue 40 million shares at a price of RMB 28.82 per share, raising a total of RMB 1,152.8 million, with a net amount of RMB 1,049.66 million after deducting issuance costs. The excess funds raised amounted to RMB 341.66 million [1][2]. Investment Project Details - The total investment for the planned projects is RMB 1,009.62 million, with adjusted investment amounts for specific projects, including the rehabilitation equipment research and exhibition center, which saw its total investment increase from RMB 146.73 million to RMB 228.73 million [2][3]. Use of Excess Funds - The company decided to use RMB 79.12 million of the excess funds for the construction of the rehabilitation medical device industrial park, specifically for the research center and related facilities. This decision was approved in the board meeting held on April 23, 2025 [3][4]. Replacement of Self-raised Funds - The company plans to replace RMB 12.91 million of self-raised funds that were previously invested in the rehabilitation medical device industrial park with the excess funds. This replacement was approved in the board meeting on August 27, 2025 [4][5]. Compliance and Verification - The supervisory board and the accounting firm confirmed that the use of excess funds complies with relevant regulations and does not affect the normal implementation of investment projects. The replacement of funds was verified by the accounting firm, ensuring adherence to regulatory standards [5][7][8].

Core Viewpoint - The acquisition of Keda Quantum Technology Co., Ltd. by China Telecom Quantum Information Technology Group Co., Ltd. is progressing according to regulatory requirements, with the financial advisor providing ongoing supervision and confirming compliance with disclosure obligations [2][4][7]. Group 1: Acquisition Details - The acquisition allows the acquirer to hold more than 30% of the shares in the listed company, which typically requires a public offer unless exempted under specific conditions [4][5]. - The acquirer has committed to not transferring the newly issued shares for three years, and the shareholders' meeting has approved the exemption from making a public offer [4][5]. - The acquisition has received necessary approvals from the State-owned Assets Supervision and Administration Commission and the Shanghai Stock Exchange, with the registration from the China Securities Regulatory Commission also granted [7]. Group 2: Compliance and Operations - During the ongoing supervision period, the acquirer and its concerted actions have adhered to legal and regulatory requirements in exercising shareholder rights [7][8]. - The acquirer has made commitments regarding the authenticity of information, maintaining the independence of the listed company, and avoiding conflicts of interest [8]. - No significant changes to the main business operations or asset restructuring plans of the listed company are anticipated within the next 12 months [9][10]. Group 3: Management Changes - Following the acquisition, there will be changes in the board of directors, with the acquirer entitled to nominate a significant number of directors and supervisors [10][11]. - The resignation of several current directors and supervisors has been submitted, with new appointments planned to align with the acquisition agreement [12][13]. - The company will modify its articles of association to reflect changes in registered capital and share structure post-acquisition [15][16].

国泰海通证券股份有限公司 关于杭州博拓生物科技股份有限公司 使用部分暂时闲置募集资金进行现金管理的核查意见 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"）作为杭 州博拓生物科技股份有限公司（以下简称"博拓生物"或"公司"）首次公开发行 股票并在科创板上市的保荐机构，根据《上海证券交易所科创板股票上市规则》《上 市公司募集资金监管规则》《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》等法律法规和规范性文件的要求，对博拓生物使用部分暂时闲置募集资 金进行现金管理事项进行了审慎核查，核查情况如下： 一、募集资金基本情况 根据中国证券监督管理委员会（以下简称"中国证监会"）于2021年7月27日 出具的《关于同意杭州博拓生物科技股份有限公司首次公开发行股票注册的批复》 （证监许可〔2021〕2497号），公司获准向社会公开发行人民币普通股2,666.6667 万股，每股发行价格为人民币34.55元，募集资金总额为92,133.33万元，扣除发行 费用9,196.41万元（不含增值税）后，募集资金净额为82,936.92万元。上述募集资 金到位情况已经中汇会计师事务所（特殊普通合伙）审验 ...

Core Viewpoint - The company has decided to permanently supplement its working capital with surplus funds from completed fundraising projects, following a thorough review and approval process [1][8][9] Fundraising Overview - The company raised a net amount of 829.37 million yuan after deducting issuance costs of 91.96 million yuan [1] - The funds were verified by an accounting firm and stored in a dedicated account with a tripartite supervision agreement [1] Investment Project Status - As of June 30, 2025, the company has invested a total of 733.62 million yuan in various projects, with a remaining balance of 299.67 million yuan [2] - The "Annual Production of 400 Million Medical Devices (In Vitro Diagnostics) Expansion and Upgrade Project" has been completed and is now operational [3][4] Surplus Funds and Their Use - The company has approved the use of 160.57 million yuan in surplus funds to support daily operations, following the completion of certain projects [3][6] - The surplus funds were generated due to cost-saving measures during project implementation, including optimized production processes and reduced personnel costs [4][6] Financial Performance of Completed Projects - The completed project generated revenues of 47.11 million yuan in 2023, 112.07 million yuan in 2024, and 13.92 million yuan in the first half of 2025, which did not meet the expected performance [6] Decision-Making Process - The decision to use surplus funds for working capital was made after careful consideration of market conditions and project completion [7][8] - The board of directors approved the proposal without requiring a shareholder meeting [7] Conclusion from the Sponsor Institution - The sponsor institution has confirmed that the decision to use surplus funds aligns with regulatory requirements and is beneficial for the company's long-term development [8][9]

Major Events - SMIC is planning to issue A-shares to acquire minority stakes in its subsidiary, with stock suspension starting from September 1, 2025, for up to 10 trading days. The transaction is not expected to constitute a major asset restructuring but is classified as a related party transaction [4] - China Shipbuilding Industry Corporation's A-shares will be delisted on September 5, 2025, with a conversion ratio of 1:0.1339 to China Shipbuilding's A-shares [5] - Kweichow Moutai has completed a share buyback of 3.9276 million shares, totaling 6 billion yuan, which will be used for capital reduction [6][7] Performance Overview - BYD reported a net profit of 15.511 billion yuan for the first half of 2025, a year-on-year increase of 13.79%, with revenue of 371.281 billion yuan, up 23.30% [8] - Wingtech Technology's net profit for the first half of 2025 was 474 million yuan, a significant increase of 237.36%, despite a revenue decline of 24.56% [9] - Pianzaihuang's net profit decreased by 16.22% to 1.442 billion yuan, with revenue down 4.81% [10] - Shanshan reported a net profit of 207 million yuan, up 1079.59%, with revenue growth of 11.78% [11] - China Rare Earth achieved a net profit of 162 million yuan, reversing a loss from the previous year, with revenue growth of 62.38% [12] - China Shipbuilding reported a net profit of 2.946 billion yuan, up 108.59%, with revenue growth of 11.96% [13] - Guotai Junan's net profit surged by 213.74% to 15.737 billion yuan, with revenue growth of 77.71% [15] - China Shenhua's net profit decreased by 12% to 24.641 billion yuan, with revenue down 18.3% [16] - Lattice Semiconductor's net profit increased by 95.41% to 1.159 billion yuan, with revenue growth of 58.17% [17] - Guotou Zhonglu reported a net profit of 25.08 million yuan, up 2149.03%, with revenue growth of 39.68% [18] - Jianfeng Group's net profit increased by 1196.93% to 618 million yuan, despite a revenue decline of 4.42% [19] - OmniVision's net profit for the first half of 2025 was 2.028 billion yuan, up 48.34%, with revenue growth of 15.42% [20] - Haili's net profit increased by 694% to 33.3546 million yuan, with revenue growth of 13.16% [21] - Huaxia Airlines reported a net profit of 251 million yuan, up 859%, with revenue growth of 12.41% [22] - BeiGene turned a profit with a net profit of 450 million yuan, compared to a loss of 287.7 million yuan in the previous year, with revenue growth of 46.03% [24] - China Merchants Bank's net profit was 74.93 billion yuan, a slight increase of 0.25%, with a revenue decline of 1.73% [25] - Agricultural Bank of China reported a net profit of 139.51 billion yuan, up 2.7%, with revenue growth of 0.7% [26] - Bank of China reported a net profit of 117.591 billion yuan, with revenue growth compared to the previous year [27] - Industrial and Commercial Bank of China reported a net profit of 168.103 billion yuan, with slight revenue growth [28] - Bank of Communications reported a net profit of 46.016 billion yuan, up 1.61%, with revenue growth of 0.72% [29] - China Construction Bank's net profit was 162.076 billion yuan, a decrease of 1.37%, with revenue growth of 2.95% [30]

Growth - Huayin Power reported a net profit of 207 million yuan for the first half of the year, a year-on-year increase of 4146.80% [1] - Guotou Zhonglu achieved a net profit of 25.08 million yuan, up 2149.03% year-on-year [1] - Jianfeng Group's net profit reached 618 million yuan, reflecting a year-on-year growth of 1196.93% [1] - Haixiang New Materials reported a net profit of 64.95 million yuan, with a year-on-year increase of 1099.05% [1] - Shanshan Co. posted a net profit of 207 million yuan, up 1079.59% year-on-year [1] - Huaxia Airlines achieved a net profit of 251 million yuan, a year-on-year increase of 858.95% [1] - Haitan Ruisheng reported a net profit of 3.80 million yuan, reflecting a year-on-year growth of 813.65% [1] - Wentai Technology's net profit was 474 million yuan, up 237.36% year-on-year [1] - ST Yigou reported a net profit of 48.69 million yuan, a year-on-year increase of 230.03% [1] - Youyan New Materials achieved a net profit of 130 million yuan, reflecting a year-on-year growth of 218.47% [1] - Guotai Haitong reported a net profit of 15.737 billion yuan, up 213.74% year-on-year [1] - Batian Co. posted a net profit of 456 million yuan, reflecting a year-on-year increase of 203.71% [1] - Changjiang Securities achieved a net profit of 1.737 billion yuan, up 120.76% year-on-year [1] - China Shipbuilding reported a net profit of 2.946 billion yuan, reflecting a year-on-year growth of 108.59% [1] - Shenwan Hongyuan posted a net profit of 4.284 billion yuan, up 101.32% year-on-year [1] - Zhongwei Semiconductor reported a net profit of 86.47 million yuan, reflecting a year-on-year increase of 100.99% [1] - Lankai Technology achieved a net profit of 1.159 billion yuan, up 95.41% year-on-year [1] - CICC reported a net profit of 4.33 billion yuan, reflecting a year-on-year growth of 94.35% [1] - TCL Technology posted a net profit of 1.883 billion yuan, up 89.26% year-on-year [1] - Guoxin Securities achieved a net profit of 5.367 billion yuan, reflecting a year-on-year increase of 71% [1] - Haowei Group reported a net profit of 2.028 billion yuan, up 48.34% year-on-year [1] - GF Securities posted a net profit of 6.47 billion yuan, reflecting a year-on-year growth of 48.31% [1] - Huatai Securities achieved a net profit of 7.549 billion yuan, up 42.16% year-on-year [1] - Lingyi Manufacturing reported a net profit of 930 million yuan, reflecting a year-on-year increase of 35.94% [1] - Guoxuan High-Tech achieved a net profit of 367 million yuan, up 35.22% year-on-year [1] - Zoomlion reported a net profit of 2.765 billion yuan, reflecting a year-on-year growth of 20.84% [1] - Yunnan Baiyao posted a net profit of 3.633 billion yuan, up 13.93% year-on-year [1] - BYD achieved a net profit of 15.511 billion yuan, reflecting a year-on-year increase of 13.79% [1] Decline and Loss - Agricultural Bank reported a net profit of 139.51 billion yuan, a year-on-year increase of 2.7% [2] - Gujing Gongjiu achieved a net profit of 3.662 billion yuan, up 2.49% year-on-year [2] - Bank of Communications reported a net profit of 46.016 billion yuan, reflecting a year-on-year increase of 1.61% [2] - Postal Savings Bank achieved a net profit of 49.228 billion yuan, up 0.85% year-on-year [2] - China Rare Earth reported a net profit of 16.2 million yuan, turning from loss to profit [2] - New Hope achieved a net profit of 75.5 million yuan, turning from loss to profit [2] - BeiGene reported a net profit of 450 million yuan, turning from loss to profit [2] - Shenghe Resources achieved a net profit of 37.7 million yuan, turning from loss to profit [2] - China Great Wall reported a net profit of 13.8 million yuan, turning from loss to profit [2] - Tianqi Lithium reported a net profit of 8.441 million yuan, turning from loss to profit [2] - Yunda Holdings reported a net profit of 52.9 million yuan, a year-on-year decline of 49.19% [2] - Magmi Te reported a net profit of 17.4 million yuan, down 44.82% year-on-year [2] - Youa Holdings reported a net profit of 5.348 million yuan, down 45.61% year-on-year [2] - Yanzhou Coal reported a net profit of 4.652 billion yuan, down 38.53% year-on-year [2] - Changfei Optical Fiber reported a net profit of 296 million yuan, down 21.71% year-on-year [2] - Pianzaihuang reported a net profit of 1.442 billion yuan, down 16.22% year-on-year [2] - China Shenhua reported a net profit of 246.41 billion yuan, down 12% year-on-year [2] - China Railway reported a net profit of 118.27 billion yuan, down 17.17% year-on-year [2] - Luzhou Laojiao reported a net profit of 766.3 million yuan, down 4.54% year-on-year [2] - Industrial and Commercial Bank reported a net profit of 168.103 billion yuan, down 1.4% year-on-year [2] - China Construction Bank reported a net profit of 162.076 billion yuan, down 1.37% year-on-year [2] - Jingwang Electronics reported a net profit of 64.9 million yuan, down 1.06% year-on-year [2] - Bank of China reported a net profit of 117.591 billion yuan, down 0.85% year-on-year [2] - Beijing-Shanghai High-Speed Railway reported a net profit of 6.316 billion yuan, down 0.64% year-on-year [2] - Baike Biotechnology reported a net loss of 73.5734 million yuan, turning from profit to loss [2] - ST Xintong reported a net loss of 95.1607 million yuan, turning from profit to loss [2] - Gemdale Group reported a net loss of 3.701 billion yuan [2] - China Eastern Airlines reported a net loss of 1.431 billion yuan [2] Additional Losses - Garden Holdings reported a net loss of 74.4346 million yuan [3] - Wantong Development reported a net loss of 28.0411 million yuan [3]

Financial Performance - The company reported operating revenue of 23.872 billion yuan, a year-on-year increase of 77.71% [1] - Net profit attributable to the parent company reached 15.737 billion yuan, up 213.74% year-on-year [1] - Non-recurring net profit was 7.279 billion yuan, reflecting a growth of 59.76%, significantly lower than the overall net profit growth [2] Business Development - Wealth management business contributed the most, accounting for 40.94% of total revenue [3] - The company achieved a market share of 9.78% in the financing and securities lending sector, ranking first in the industry [3] - In investment banking, the company ranked second with a total underwriting amount of 708.182 billion yuan, and an 18.6% market share in equity underwriting [3] Merger Impact - The completion of the merger with Haitong Securities on March 14, 2025, resulted in a significant asset scale increase to 1.8 trillion yuan, a growth of 72.24% [1] - The merger's effects are evident, but concerns remain regarding the sustainability and quality of this growth [2] Credit Quality Concerns - Credit impairment losses surged from 237 million yuan to 1.194 billion yuan, an increase of 404.71% [3] - The company attributed this to new leasing business and accounting standards post-merger, indicating potential asset quality risks [3] Digital Transformation - The company has made significant investments in digitalization, launching the first multimodal securities model with over 100 billion parameters [4] - Monthly active users of the merged app reached 15.58 million, leading the industry [4] - However, the sustainability of these technological advantages in translating to commercial value remains uncertain [4] Financial Structure - Post-merger, total assets reached 1.8 trillion yuan, with a debt-to-asset ratio of 75.68%, an improvement from 77.69% at the end of the previous year [5] - Cash and cash equivalents amounted to 393.662 billion yuan, representing 21.81% of total assets, indicating ample liquidity [5] - The balance of bonds payable increased by 105.07% to 274.796 billion yuan, raising concerns about rapid debt expansion [5] Dividend Policy - The company plans to distribute 1.5 yuan per 10 shares, with total dividends and share buybacks accounting for 24.39% of net profit [7] - This dividend ratio is considered moderate within the brokerage industry, reflecting a balance between shareholder returns and capital retention for future growth [7] Market Outlook - The new "Guo Jiu Tiao" policy continues to positively impact the capital market, with the company positioned as an industry leader post-merger [8] - Key concerns for investors include the sustainability of merger synergies, maintaining market position amid increasing industry concentration, and the cost-effectiveness of digital investments [8] - Future focus should be on the quality of non-recurring net profit growth, control of credit impairment losses, and operational efficiency post-business integration [8]

Core Viewpoint - The company intends to continue using part of the temporarily idle raised funds for cash management to enhance fund utilization efficiency and increase shareholder returns while ensuring the normal progress of investment projects and the safety of raised funds [1][4][8]. Summary by Sections 1. Basic Situation of Raised Funds - The company has received approval from the China Securities Regulatory Commission to issue 94,307,847 shares at a price of 29.69 RMB per share, raising a total of approximately 2.79 billion RMB [1]. 2. Investment Projects and Idle Situation - The raised funds will be allocated to projects including the Morocco tire project, with a total investment of 1.2 billion RMB for an annual production capacity of 6 million high-performance tires [2]. 3. Previous Use of Idle Funds for Cash Management - As of June 30, 2025, the balance of temporarily idle raised funds for cash management is 620 million RMB, with 20.45 million RMB remaining in the special account [3]. 4. Current Use of Idle Funds for Cash Management - The company plans to use up to 1 billion RMB of temporarily idle raised funds for cash management, with a usage period of twelve months from the board's approval date [4][5]. 5. Investment Types - The company will invest in highly liquid, safe, and principal-protected financial products, including structured deposits and time deposits [5]. 6. Implementation Method - The cash management decision falls within the board's approval authority, and the management team is authorized to make investment decisions and sign relevant contracts [5][7]. 7. Approval Procedures - The board and supervisory committee have approved the continued use of idle funds for cash management, confirming that it will not affect the normal operation of investment projects or harm shareholder interests [7][8].