南京证券股份有限公司 关于江苏诺泰澳赛诺生物制药股份有限公司 2025年度持续督导工作现场检查报告 根据《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》等有关法律、法规的规定，南京证券股份有限公司 （以下简称"保荐机构"、"南京证券"）作为正在履行江苏诺泰澳赛诺生物制药股份 有限公司（以下简称"诺泰生物"、"公司"）持续督导工作的保荐机构，对公司2025 年1月1日至本次现场检查期间（以下简称"本持续督导期间"）的规范运作情况进行 了现场检查，现就现场检查的有关情况报告如下： 一、本次现场检查的基本情况 （一）保荐机构 南京证券股份有限公司 （二）保荐代表人 肖爱东、王建民 （三）现场检查时间 2025年12月15日至2025年12月31日 （四）现场检查人员 肖爱东、王建民 （五）现场检查内容 公司治理和内部控制情况、信息披露情况、公司的独立性以及与控股股东、实 际控制人及其他关联方资金往来情况、募集资金使用情况、关联交易、对外担保、 重大对外投资情况、公司经营状况等。 （六）现场检查手段 1、与公司部分高级管理人员、部分关键岗位中层管理人员进行访谈； 1 2 ...

Core Viewpoint - Chengdu Xinzhenhe Pharmaceutical Technology Co., Ltd. has received a clinical acceptance notice from the National Medical Products Administration of China for its siRNA drug LC-1016 injection, indicating a significant advancement in its drug development process [1] Company Summary - Chengdu Xinzhenhe Pharmaceutical Technology Co., Ltd. is focused on the development of siRNA drugs, marking a strategic move into advanced therapeutic areas [1] - The company collaborates with Hangzhou Nuotai Nuohe Biomedical Technology Co., Ltd., a subsidiary of Nuotai Bio, which serves as a core CDMO partner, providing essential raw materials and conducting comprehensive quality research on the raw materials [1] - Nuotai Bio was established in 2009 and went public on the Sci-Tech Innovation Board in 2021, focusing on peptide drugs, small molecule drugs, and strategically expanding into oligonucleotide drugs through a dual-driven model of independent research and CRDMO services [1]

Core Viewpoint - The announcement highlights a significant contract signed by the company's wholly-owned subsidiary, Ausino, which is expected to contribute positively to the company's revenue and market position in the pharmaceutical supply chain [1][2]. Group 1: Contract Details - The contract signed on May 22, 2023, involves a total amount of approximately $102 million (including tax), with an actual performance amount of about $20 million (approximately RMB 143.53 million) for the year 2025, representing 8.83% of the company's audited revenue for 2024 and 29.05% of customized products and services revenue [1]. - The actual performance amount for 2025 exceeds the procurement guidance of $12.15 million by 65.43%, showcasing the company's technical strength and market competitiveness [1]. Group 2: Financial Impact - The successful execution of this contract is expected to have a positive impact on the company's operating performance for 2025, enhancing its sustainability and brand influence while expanding its overseas market [2]. - In the first three quarters of 2025, the company achieved revenue of RMB 1.527 billion, a year-on-year increase of 21.95%, and a net profit attributable to the parent company of RMB 445 million, up 26.92% year-on-year [2]. Group 3: International Strategy - The company has positioned internationalization as a core strategy, leveraging its technological advantages and production capacity to accelerate global market penetration [2]. - The company has established a sales network covering Europe, Latin America, India, and Africa, with peptide raw materials exported to 22 countries, including the United States, Europe, and Canada [2]. - The excess performance of the significant contract further validates the company's capability in expanding its overseas business [2].

关于日常经营重大合同的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈述 或者重大遗漏，并对其内容的真实性、准确性和完整性承担法律责任。 一、合同基本情况 2023 年 5 月 22 日,江苏诺泰澳赛诺生物制药股份有限公司（以下简称"公 司"）全资子公司杭州澳赛诺生物科技有限公司（以下简称"澳赛诺"）与某客户 签订了主服务及供货合同（以下简称"本合同"或"合同"），合同标的为 cGMP 高级医药中间体，合同累计金额约 10,210 万美元（含税）。具体内容详见公司于 2023 年 5 月 23 日在上海证券交易所网站（www.sse.com.cn）披露的《诺泰生物： 关于全资子公司签订日常经营重大合同的公告》（公告编号：2023-041）。 证券代码：688076 证券简称：ST 诺泰 公告编号：2025-073 江苏诺泰澳赛诺生物制药股份有限公司 2025 年度，本合同项下实际履行金额（未经审计）约 2,000 万美元（约合 人民币 14,353 万元），占公司 2024 年度经审计营业收入的 8.83%，占公司 2024 年度定制类产品及服务收入的 29.05%。公司实际销售金额 ...

Core Viewpoint - The investigation into Notai Bio revealed significant financial misconduct, leading to severe penalties for the company and its executives, including a total fine of 76.2 million yuan and a change in stock status to "ST Notai (Rights Protection)" [1][8]. Group 1: Financial Fraud and Regulatory Penalties - Notai Bio was found to have inflated its revenue by 30 million yuan in its 2021 annual report through a capital maneuver involving Zhejiang Huabei Pharmaceutical, which lacked the financial capability to pay for the technology transfer [2][9]. - The inflated financial data resulted in a 25.95 million yuan overstatement of total profit, accounting for 20.64% of the reported profit for that period [2][9]. - The fraudulent financial practices led to a chain reaction, culminating in the issuance of a convertible bond prospectus in December 2023 that contained significant false financial information [10]. Group 2: Historical Internal Control Issues - Notai Bio's internal control problems are not new, with previous regulatory warnings dating back to its time on the New Third Board, including a 2016 incident involving retrospective adjustments to financial data [3][11]. - In 2019, the company received another warning for failing to disclose related parties in a major asset restructuring, indicating a pattern of governance issues [3][11]. - The current financial misconduct was facilitated by the actions of the actual controller, Zhao Dezhong, who played a key role in managing the company's operations and orchestrating the fraudulent activities [4][11]. Group 3: Financial and Operational Risks Amidst Growth - Despite the financial fraud, Notai Bio reported strong revenue growth, primarily driven by the popularity of GLP-1 weight loss drugs, with revenue increasing from 1.034 billion yuan in 2023 to 1.048 billion yuan in the first half of 2024 [5][12]. - The company's overseas revenue has become a significant growth driver, with 74% of the 10.48 billion yuan revenue in the first half of 2024 coming from international markets [6][12]. - However, the company's debt levels are rising sharply, with the debt-to-asset ratio increasing from 23.69% in 2022 to 49.53% in the first half of 2024, indicating growing financial pressure [6][12]. - The inability to refinance due to regulatory penalties poses a significant threat to the company's future growth, especially as competition in the market intensifies with the impending expiration of key patents [7][13].

Core Viewpoint - The regulatory environment for listed companies in China has intensified in 2025, with over 80 companies facing penalties for information disclosure violations, reflecting a shift from lenient to strict enforcement by the China Securities Regulatory Commission (CSRC) [1][6] Group 1: Regulatory Actions - The CSRC has maintained a high-pressure stance on information disclosure violations, with penalties reaching up to 10 million yuan for companies and 500,000 yuan for responsible individuals, a significant increase from previous years [1][6] - Various types of violations have been identified, including failure to disclose periodic reports, financial fraud, and misuse of funds by actual controllers [1][6] Group 2: Financial Fraud Cases - Notable cases of financial fraud include: - Notai Bio, which inflated revenue by 30 million yuan through a closed-loop funding operation and faced a fine of 76.2 million yuan [2][8] - *ST Zitian, which reported inflated revenue of 2.499 billion yuan over two years, with 78.63% of its 2023 revenue being fictitious [2][8] - *ST Suwu, which failed to disclose its actual controller for several years and inflated revenue by 1.771 billion yuan while concealing 4.755 billion yuan in non-operating fund occupation [2][8] Group 3: Consequences of Violations - The implementation of a strict delisting mechanism has led to over 10 companies facing mandatory delisting due to severe violations, with *ST Yuancheng being the 13th company to face such consequences in 2025 [2][8] - The involvement of third-party entities in fraudulent activities has also been addressed, with penalties imposed on accomplices, such as the case of Nanjing Qingya Trading Co., which faced a fine of 7 million yuan and a 10-year market ban [2][8] Group 4: Shareholder Rights and Legal Actions - The regulatory framework now includes comprehensive accountability measures for not only the companies but also responsible individuals and intermediaries involved in fraudulent activities [4][11] - Shareholders affected by violations have successfully pursued legal actions, with several cases resulting in compensation for investors, highlighting the importance of active participation in seeking redress [4][11]

Core Viewpoint - Financial fraud has severely undermined the principles of fairness and transparency in the A-share market, harming the legitimate rights and interests of investors, with over 10 listed companies facing penalties and forced delisting since 2025, including five companies receiving fines exceeding 100 million RMB [1][3]. Group 1: Financial Fraud Cases - Numerous typical cases of financial fraud in listed companies over the past three to five years have been identified, including companies like Zijing Storage, Kangde Xin, Guizhou Bailing, and Yili Clean Energy, revealing complex relationships between actual controllers and financial directors, as well as chaotic corporate governance [3][4]. - In the case of Kangde Xin, the actual controller and financial director conspired to implement systematic financial fraud for seven years, while Zijing Storage's actual controller organized high-level executives to inflate revenue through fake contracts and falsified documents [4][5]. - The financial fraud methods commonly employed include inflating profits, manipulating costs, and creating fictitious assets, often involving collusion among key personnel [6][8]. Group 2: Penalties and Consequences - The penalties for financial fraud have been severe, with individuals facing both administrative and criminal consequences. For instance, Kangde Xin's actual controller received a 15-year prison sentence and a fine of 202 million RMB, while the financial director received a 13-year sentence and a fine of 10.15 million RMB [5][9]. - Companies involved in financial fraud face significant repercussions, such as ST Gaohong, which reported a cumulative litigation amount of 3.511 billion RMB, representing 427.64% of its latest audited net assets [9][10]. - The ongoing issues of financial fraud and deceptive practices are seen as major threats to the healthy development of China's capital market, undermining investor confidence and market fairness [9][10]. Group 3: Systemic Issues and Recommendations - The prevalence of financial fraud highlights systemic issues within corporate governance, including failures in internal controls and potential negligence by auditing firms, with some cases involving extensive collusion with third parties [10]. - Experts suggest that regulatory oversight of listed companies should be strengthened, with increased penalties for fraudulent activities and accountability for auditing firms and colluding third parties to maintain the integrity of the capital market [10].

Core Viewpoint - The case of Jiangsu Nuotai Aosaino Biopharmaceutical Co., Ltd. involves systematic financial fraud led by the actual controller and senior executives, resulting in a total fine of 76.2 million yuan due to inflated revenue and profits in their financial reports [1][21]. Group 1: Background of the Case - Nuotai Biopharmaceutical, established in 2009 and listed on the Sci-Tech Innovation Board in May 2021, faced performance pressure shortly after its IPO, leading to a scheme to inflate revenue at year-end [2][22]. - The company raised approximately 550 million yuan during its IPO, focusing on a dual-driven model of "innovative drugs + CDMO" [2][21]. Group 2: Fraud Techniques Revealed - The company reported a 30 million yuan revenue from a technology transfer agreement with Zhejiang Huabei, which was later found to be a facade for financial manipulation [3][23]. - Investigations revealed that Zhejiang Huabei lacked the financial capability, production capacity, and sales channels to engage in a legitimate transaction, indicating the transaction's fraudulent nature [4][5][25]. - A closed-loop funding flow was established where Nuotai Biopharmaceutical injected capital into Zhejiang Huabei, which then returned the funds as a "technology transfer fee," violating accounting standards [6][28]. - The company manipulated the valuation of Zhejiang Huabei to make the transaction appear legitimate, further confirming the fraudulent nature of the deal [8][29]. Group 3: Responsibility Attribution - The China Securities Regulatory Commission (CSRC) identified a collective violation involving seven responsible individuals, all of whom signed off on the financial reports without raising concerns [30]. - Zhao Dezhong, the actual controller, played a leading role in orchestrating the fraud and was fined 13 million yuan [31]. - Other executives, including Zhao Deyi and Jin Fuqiang, faced fines for their roles in approving and executing the fraudulent transactions [32][33]. Group 4: Fraud in Public Offering Documents - In December 2023, Nuotai Biopharmaceutical issued 434 million yuan in convertible bonds, referencing inflated financial data from 2021, which misled investors [14][36]. - The CSRC imposed additional penalties for the fraudulent public offering documents, resulting in a total fine of 4.34 million yuan for the company and individual fines for several executives [15][39]. Group 5: Regulatory Logic - The CSRC firmly rejected the defense of relying on external auditors, emphasizing that the company and its executives are responsible for accurate information disclosure [17][41]. - The case serves as a warning about the importance of truthful financial reporting, especially under the current registration system, where any attempts to manipulate financial statements will be scrutinized [19][42].

Core Viewpoint - The article discusses ongoing legal actions against Nuotai Bio (688076) for false statements made in their financial reports, particularly regarding a technology transfer that inflated their reported revenue and profits in 2021 [1][2][3][4] Group 1: Legal Proceedings - The Shanghai Jucheng Law Firm, represented by lawyer Xu Feng, is handling the investor compensation case against Nuotai Bio, which has been officially filed in the Shanghai Financial Court [1][2] - The law firm is continuing to accept claims from other investors who have suffered losses due to the company's actions [1][2] Group 2: Financial Misconduct - Nuotai Bio's 2021 annual report contained false records, specifically a technology transfer transaction with Zhejiang Huabei, which was reported to generate revenue of 30 million yuan [3][4] - The transaction was deemed lacking commercial substance, as Zhejiang Huabei did not have the financial capability or operational capacity to utilize the technology, leading to an artificial inflation of revenue by 30 million yuan and a profit increase of 25.9516 million yuan, which accounted for 20.64% of the total profit reported for that period [3][4] Group 3: Investor Compensation Eligibility - Investors who purchased Nuotai Bio shares between April 28, 2022, and October 24, 2024, and sold or continued to hold them after October 24, 2024, are eligible to file for compensation [2][4]

Core Viewpoint - Jiangsu Nuotai Aosaikeno Biopharmaceutical Co., Ltd. (ST Nuotai) has been penalized by the China Securities Regulatory Commission (CSRC) for falsifying financial statements, including inflating revenue by 30 million yuan and profit by 25.9516 million yuan, which accounted for 20.64% of the total profit disclosed for the period [1][8][11]. Summary by Sections Administrative Penalty - The CSRC issued an administrative penalty decision against ST Nuotai, ordering it to correct its actions, issuing a warning, and imposing a fine of 47.4 million yuan. Six responsible individuals were fined between 1.5 million and 13 million yuan, totaling 28.8 million yuan [1][20]. Violations Identified - ST Nuotai's 2021 annual report contained false records, specifically regarding a technology transfer to Zhejiang Huabei Pharmaceutical Co., Ltd., which lacked commercial substance and should not have been recognized as revenue. This transaction was linked to a capital increase from ST Nuotai to Zhejiang Huabei [8][11][12]. - The company’s public offering documents also contained significant false information, particularly in the financial accounting section, which misrepresented the 2021 financial data [10][11]. Responsible Individuals - Key individuals involved included Zhao Dezhong (Vice Chairman), Zhao Deyi (Chairman), Jin Fuqiang (General Manager), and others, who failed to ensure the accuracy of the financial reports and were found to have participated in the misleading transactions [9][12][17]. Company Response and Future Actions - ST Nuotai acknowledged the violations and expressed intentions to strengthen internal controls and compliance processes. The company aims to improve the quality of information disclosure and maintain the interests of shareholders [25][26].