中国国际金融股份有限公司 关于科兴生物制药股份有限公司 股东向特定机构投资者询价转让股份的核查报告 中国国际金融股份有限公司（以下简称"中金公司""组织券商"）受科兴生物 制药股份有限公司（以下简称"科兴制药""公司""上市公司"）股东深圳科益医 药控股有限公司（以下简称"深圳科益""出让方"）委托，组织实施本次科兴制药 股东向特定机构投资者询价转让（以下简称"本次询价转让"）。 经核查，中金公司就本次询价转让的出让方、受让方是否符合《上海证券交易所 科创板上市公司自律监管指引第 4 号——询价转让和配售》（以下简称"《询价转让 和配售指引》"）要求，本次询价转让的询价、转让过程与结果是否公平、公正，是 否符合《询价转让和配售指引》的规定作出如下报告说明。 一、本次询价转让概述 （一）本次询价转让出让方 截至2025年9月12日，出让方所持公司股份的数量、比例情况如下： | 出让方名称 | 持股数量（股） | 持股比例 | | --- | --- | --- | | 深圳科益 | 119,751,430 | 59.50% | （二）本次询价转让数量 本次拟询价转让股数上限为 10,062,800 股，受让方获 ...

Core Viewpoint - The stock price of Kexing Pharmaceutical has shown significant volatility, with a year-to-date increase of 92.87%, but recent declines in the short term indicate potential market fluctuations [2]. Group 1: Stock Performance - As of September 19, Kexing Pharmaceutical's stock price rose by 2.02% to 42.01 CNY per share, with a trading volume of 1.42 billion CNY and a turnover rate of 1.69%, resulting in a total market capitalization of 8.455 billion CNY [1]. - The stock has experienced a decline of 1.18% over the last five trading days and a 5.60% drop over the past 20 days, while it has increased by 9.40% over the last 60 days [2]. Group 2: Company Overview - Kexing Pharmaceutical, established on August 22, 1997, is located in Jinan, Shandong Province, and specializes in the research, production, and sales of recombinant protein drugs and micro-ecological preparations, with 97.38% of its revenue coming from pharmaceutical products [3]. - The company has appeared on the stock market's "Dragon and Tiger List" six times this year, with the most recent appearance on July 3 [3]. Group 3: Financial Performance - For the first half of 2025, Kexing Pharmaceutical reported a revenue of 700 million CNY, a year-on-year decrease of 7.82%, while the net profit attributable to shareholders reached 80.3445 million CNY, reflecting a substantial year-on-year increase of 576.45% [3]. - The company has distributed a total of 51.5446 million CNY in dividends since its A-share listing, with 15.7785 million CNY distributed over the past three years [4]. Group 4: Shareholder Structure - As of June 30, 2025, Kexing Pharmaceutical had 9,412 shareholders, an increase of 16.86% from the previous period, with an average of 21,211 circulating shares per shareholder, a decrease of 14.43% [3]. - Notable institutional shareholders include E Fund Medical Healthcare Industry Mixed A, which holds 3.669 million shares, and has increased its holdings by 1.6955 million shares [4].

Core Viewpoint - The stock price of Kexing Pharmaceutical has shown significant volatility, with a year-to-date increase of 94.21% and recent fluctuations in trading performance [2] Group 1: Stock Performance - As of September 18, Kexing Pharmaceutical's stock rose by 2.03%, reaching 42.30 CNY per share, with a total market capitalization of 8.513 billion CNY [1] - The stock has experienced a 3.50% increase over the last five trading days, a 2.98% decrease over the last 20 days, and a 9.47% increase over the last 60 days [2] Group 2: Financial Performance - For the first half of 2025, Kexing Pharmaceutical reported a revenue of 700 million CNY, a year-on-year decrease of 7.82%, while the net profit attributable to shareholders was 80.3445 million CNY, reflecting a substantial year-on-year increase of 576.45% [2] - Cumulatively, the company has distributed 51.5446 million CNY in dividends since its A-share listing, with 15.7785 million CNY distributed over the past three years [3] Group 3: Shareholder Information - As of June 30, 2025, the number of shareholders increased by 16.86% to 9,412, while the average circulating shares per person decreased by 14.43% to 21,211 shares [2] - The top shareholders include various mutual funds, with notable increases in holdings from E Fund Medical Healthcare Industry Mixed A and other funds [3]

Core Viewpoint - The recent share transfer by Kexing Pharmaceutical's controlling shareholder, Koyi Medicine, indicates a strategic move towards an IPO in Hong Kong, with significant capital raising activities and a notable reduction in shareholding percentage [2][9][12]. Group 1: Share Transfer Details - Koyi Medicine transferred 10.0628 million shares at a price of 30.88 CNY per share, totaling approximately 311 million CNY, which represents 5% of Kexing Pharmaceutical's total share capital [2]. - The transfer price reflects a nearly 30% discount compared to the 20-day average price of 43.556 CNY per share, indicating a significant reduction from previous transfer prices [3][5]. - The effective subscription multiple for the participating institutions was 1.01 times, barely covering the transfer amount [2][5]. Group 2: Financial Dynamics - Koyi Medicine has raised a total of 754 million CNY through various methods, including concentrated bidding and block trading, indicating a strong liquidity need [3][12]. - Kexing Pharmaceutical is preparing to issue up to 800 million CNY in sci-tech bonds to support its core business activities, including new drug development and overseas commercialization [12]. Group 3: Market Context and Comparisons - The average discount for share transfers in the A-share pharmaceutical sector this year is approximately 21.35%, making Kexing Pharmaceutical's transfers significantly higher at around 30% [5][6]. - Koyi Medicine's shareholding has decreased from 59.5% to 54.5% following the recent transfers, reflecting a strategic move to enhance liquidity and meet IPO requirements [10][12]. Group 4: IPO Strategy - The series of share transfers and the planned bond issuance are seen as necessary steps to prepare for a potential IPO in Hong Kong, aligning with market expectations for a more dispersed shareholding structure [10][12]. - The recent changes in Hong Kong's IPO regulations emphasize the importance of institutional investor participation, which Kexing Pharmaceutical is actively pursuing through these share transfers [11][12].

Core Viewpoint - The strategic partnership between Kexing Pharmaceutical and Auscan Biopharmaceuticals marks Kexing's entry into the European and American biosimilar drug markets, highlighting the potential for growth in this sector due to a significant supply-demand gap in the EU market [1][2] Group 1: Strategic Partnership - Kexing Pharmaceutical has announced a strategic collaboration with Auscan Biopharmaceuticals to co-develop the biosimilar drug KXBS001, with a signing ceremony held in Shenzhen [1] - The partnership aims to leverage Auscan's expertise in large molecule fields such as monoclonal antibodies and ADCs, focusing on developing high-quality biosimilars that meet regulatory standards in China, the US, and Europe [2] Group 2: Market Potential - According to an IQVIA report, the EU currently holds about 40% of the global biosimilar market value, with 71% of patented biological drugs set to expire between 2024 and 2030 lacking corresponding biosimilar candidates in the pipeline, indicating substantial market potential for biosimilars in the EU [1] - Kexing's strategy emphasizes "innovation + internationalization," with a focus on antibody technology platforms and a comprehensive pipeline that includes monoclonal, bispecific, and multi-target antibody fusion proteins [1] Group 3: Future Outlook - Kexing Pharmaceutical aims to achieve a "curve overtaking" in the global market by leveraging its proactive international expansion and precise positioning in the European and American markets, which is expected to lay a solid foundation for future global competition [2]

Core Insights - Company has successfully registered its exosome raw materials with the FDA under the Type II Drug Master File (DMF), marking a significant achievement in meeting international standards for exosome technology [1] - The exosome technology is recognized for its low immunogenicity, strong penetration capabilities, and potential for targeted modification, making it applicable in various fields including drug delivery, regenerative medicine, and consumer markets such as aesthetics and anti-aging [1][2] - The successful DMF registration indicates that the company has passed rigorous international reviews regarding production processes, quality control, and safety data, which is a testament to its R&D capabilities and will facilitate market entry in high-end segments and other overseas markets [1] Company Developments - The exosome project is based on the K'Exosome delivery technology platform, which enables the large-scale and standardized manufacturing of clinical-grade exosomes, along with efficient loading of proteins/small nucleic acids and precise targeting capabilities [2] - The global market for exosome diagnostics, therapeutics, and research tools reached $227.5 million in 2023 and is projected to grow to $1.3 billion by 2028, reflecting a compound annual growth rate (CAGR) of approximately 42.2% [2] - The company is committed to an "innovation + internationalization" strategy, with significant progress in its overseas business and ongoing efforts to advance "R&D internationalization," positioning itself to penetrate the European, American, and emerging markets effectively [2]

Core Viewpoint - Recently, Kexing Pharmaceutical and Auscan Biopharmaceutical Co., Ltd. have established a strategic partnership to jointly develop the KXBS001 biosimilar, marking their entry into the European and American biosimilar markets [1] Group 1: Strategic Partnership - Kexing Pharmaceutical has formed a strategic collaboration with Auscan Biopharmaceutical to develop biosimilars [1] - The partnership aims to leverage both companies' strengths to accelerate the research and development process of the KXBS001 biosimilar [1] Group 2: Market Opportunities - The European Medicines Agency (EMA) has recently announced a draft plan to simplify the review process for biosimilars, potentially providing a "fast track" for domestic pharmaceutical companies to enter the EU market [1] - According to an IQVIA report, the EU accounts for approximately 40% of the global biosimilar market value [1] Group 3: Company Strategies - Kexing Pharmaceutical adheres to an "innovation + internationalization" strategy and has developed a comprehensive antibody technology platform with capabilities across various therapeutic areas, including antiviral, oncology, and autoimmune diseases [1] - Auscan Biopharmaceutical's chairman highlighted Kexing's rapid progress in internationalization and expressed confidence in leveraging cutting-edge technology to enhance the collaboration [1] - Kexing's chairman noted that Auscan's team possesses extensive experience in CMC development and commercialization in the large molecule field, indicating a strong foundation for future collaboration [1]

Company Announcements - Junsheng Electronics' subsidiary has recently secured a global automotive intelligence project with a total order value of approximately 15 billion yuan, expected to start mass production in 2027 [1] - Shangluo Electronics plans to acquire 88.79% of Ligon Technology for 700 million yuan, focusing on authorized distribution of storage chips and various IC products [2][3] - Xinda Zheng intends to purchase at least 51% of Jiaxin Liheng Facility Management (Shanghai) Co., Ltd., with the stock currently suspended [1] - Dingtong Technology plans to invest up to 15 million USD to establish a wholly-owned subsidiary in Vietnam for R&D and production of optical module liquid cooling products [1][3] - Kexing Pharmaceutical's shareholders are inquiring about transferring shares at an initial price of 30.88 yuan per share, which is a 28% discount compared to the closing price [4] - Zhongtai Automobile has been ordered to pay 29.5 million yuan plus overdue interest due to a court ruling, which may significantly impact its current or future performance [5] - Shoukai Co., Ltd. has seen a significant increase in shareholder numbers and some institutional shareholders have reduced their holdings [5] Investment and Contracts - Laofengxiang plans to jointly invest in establishing Laofengxiang Precision Materials Company to build a modern refining and testing laboratory [8] - Longci Technology intends to invest 210 million yuan in the second phase of its Vietnam project to localize the supply of permanent magnet ferrite raw materials [9] - Sileck has signed a 230 million yuan investment cooperation agreement for a new energy precision structural components project [10] Shareholding Changes - Jingchen Co. plans to acquire 316 million yuan for 100% of Chip Micro Semiconductor [6] - Beijing Junzheng has seen a reduction of 4.8254 million shares by its shareholder Beijing Yitang Shengxin [5] - Green Harmony's actual controllers have completed a reduction of 2.99% of their shares [7] - Hangke Technology's actual controller plans to transfer 3% of the total share capital [7] Stock Price Movements - Nanfeng Co. has reported that its 3D printing service project has not yet materialized, which may affect its current year's revenue and profit [3] Other Developments - Borui Pharmaceutical's BGM0504 tablets have been approved for clinical trials in overweight/obese adults, with no similar oral formulations approved globally [4] - Southwest Securities' subsidiary will lose its listing status on September 29 due to failure to meet resumption guidelines [20]

Suspension - New Dazheng is planning to issue shares and pay cash to acquire no less than 51% equity of Jiaxin Liheng Facility Management (Shanghai) Co., Ltd., and is raising matching funds, resulting in stock suspension [1] Mergers and Acquisitions - Jingchen Co., Ltd. intends to acquire 100% equity of Chipmike Semiconductor for a total consideration of 316 million yuan [2] - Shangluo Electronics plans to acquire 88.79% equity of Ligon Technology, a distributor of IC products, for 700 million yuan [3] Share Buybacks and Equity Transfers - Canrui Technology plans to repurchase shares for 20 million to 40 million yuan, with a maximum repurchase price of 52.46 yuan per share [4] - Kejie Intelligent is adjusting its maximum repurchase price from 15.77 yuan per share to 23.73 yuan per share [4] - Xindian Software's chairman proposed a share repurchase of 30 million to 50 million yuan [4] - Industrial Fulian is repurchasing and canceling 1.2855 million restricted stock options [5] - Kexing Pharmaceutical's shareholder inquiry transfer is preliminarily priced at 30.88 yuan per share, representing a 28% discount from today's closing price [6] - Hangke Technology's actual controller, Cao Ji, plans to transfer 3% of the total share capital through inquiry [7] External Investments and Daily Operations - Junsheng Electronics' subsidiary has recently secured a global automotive intelligence project worth approximately 15 billion yuan, with production planned to start in 2027 [8] - Sileck has signed an investment cooperation agreement for a 230 million yuan new energy precision structural components project [9] - Longmag Technology's wholly-owned subsidiary in Vietnam plans to invest approximately 210 million yuan to construct a second-phase project, adding 10,000 tons of permanent magnet ferrite wet-pressed magnetic tile capacity and supporting 25,000 tons of pre-burned material capacity [9] - Kangtai Biological's Sabin strain inactivated polio vaccine (Vero cells) has been approved for market launch [10] - Zhongding Co., Ltd. possesses core technology in humanoid robots and has signed strategic cooperation agreements with multiple enterprises [11] - Dingtong Technology plans to invest 15 million USD to establish a wholly-owned subsidiary in Vietnam for the research and production of optical module liquid cooling radiators [12] - Borui Pharmaceutical's BGM0504 tablets have been approved for clinical trials in overweight/obese adult patients, with no similar oral formulations approved globally [12] - Longmag Technology plans to invest 210 million yuan in the second phase of its Vietnam project to achieve localized supply of permanent magnet ferrite raw materials [13]

Group 1 - Yihau New Materials plans to reduce its shareholding by up to 1% of the company's total shares, amounting to 165,500 shares, due to personal funding needs [1] - Fuxing Pharmaceutical's subsidiary has received approval for a new indication for its drug, which is used in the treatment of certain types of breast cancer [1][2] - Shantui Co. has submitted its H-share issuance application to the China Securities Regulatory Commission, which has been accepted [3] Group 2 - Sierte's chairman plans to increase his shareholding by an amount between 3 million to 6 million yuan [4] - Borui Pharmaceutical's BGM0504 tablet has received approval for clinical trials in overweight and obese adults [5] - Ganyue Expressway reported vehicle toll service revenue of 349 million yuan for August [6] Group 3 - Chip Microelectronics has submitted its H-share issuance application to the China Securities Regulatory Commission, which has been accepted [7] - Lingrui Pharmaceutical's director plans to reduce his shareholding by up to 200,000 shares, representing 0.0353% of the total shares [8] - Jiahu Energy has adjusted its share repurchase price limit to 11.63 yuan per share [10] Group 4 - Spring Airlines reported a year-on-year increase of 12.23% in passenger turnover for August [11] - Kaida has received an invention patent for a self-calibrating sensor technology [12] - Chuanheng Co. has obtained a new utility model patent aimed at improving industrial waste utilization [14] Group 5 - Huashi Technology received a government subsidy of 2.21 million yuan, accounting for 22.71% of its latest audited net profit [15] - Shanghai Pharmaceuticals' controlling shareholder plans to increase its H-share holdings by up to 74 million shares [16] - Hongrun Construction has won a bid for a significant segment of the Shanghai Metro Line 21 project, valued at 126 million yuan [18] Group 6 - Sanfangxiang plans to invest 100 million yuan to establish a wholly-owned subsidiary focused on green technology [19] - Lao Fengxiang's subsidiaries plan to jointly invest in luxury goods sales and gold refining companies [20][21] - China Eastern Airlines reported an 8.72% year-on-year increase in passenger turnover for August [22] Group 7 - Inner Mongolia First Machinery has signed a railway freight car procurement contract worth 186 million yuan [22] - Jiuqiang Bio has received five invention patents related to diagnostic reagents [24] - Longmag Technology plans to invest 210 million yuan in its second phase project in Vietnam [25] Group 8 - Galaxy Magnetics plans to acquire 100% equity of Kyoto Longtai, with its stock suspended for trading [26] - Jinlong Co.'s controlling shareholder will have 30 million shares auctioned [27] - Haishi Co.'s controlling shareholder has released the pledge on 29.97 million shares [28] Group 9 - Qiu Tianwei plans to reduce its shareholding by up to 1.17% of the total shares [29] - Xiaocheng Technology's directors plan to reduce their shareholding by a total of 0.08% [30] - Victory Co. reported that Sunshine Life Insurance has reduced its shareholding by 4.4 million shares [31] Group 10 - Xindong Technology plans to distribute a cash dividend of 0.156 yuan per share [32] - Huaqin Technology plans to distribute a cash dividend of 0.13 yuan per share [33] - Kexing Pharmaceutical's controlling shareholder intends to transfer 5% of the company's shares [35] Group 11 - Guojin Securities has completed the repayment of its second short-term financing bond for 1.0205 billion yuan [38] - Chunhui Intelligent Control's application for asset acquisition has been accepted by the Shenzhen Stock Exchange [39] - Chaohongji has submitted its H-share issuance application to the Hong Kong Stock Exchange [40] Group 12 - Tianyue Advanced has fully exercised its over-allotment option, involving 716,180 H-shares [40] - Chengfeng Technology's vice president has resigned due to internal adjustments [41] - Yingpais plans to establish a 100 million yuan technology sports industry investment fund [43]