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） ...

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].

Core Viewpoint - The company intends to conduct foreign exchange hedging activities to mitigate currency risk arising from international operations and enhance financial stability [1][5][6] Transaction Overview - The primary purpose of the foreign exchange hedging is to protect against the adverse effects of currency fluctuations on the company's profitability due to overseas transactions [1][2] - The company plans to use various derivatives such as forwards, swaps, and options to manage foreign exchange risk associated with import materials and overseas payments [2][3] - The total amount for the foreign exchange hedging activities is capped at 36 million USD or equivalent foreign currency for the year 2025 [2] - The funding for these hedging activities will come from the company's own funds, not from raised capital [2][3] Risk Analysis - The company acknowledges potential risks associated with foreign exchange hedging, including market volatility and the complexity of currency movements [3][4] - The company will only engage with reputable financial institutions for these transactions to minimize credit risk [4] Risk Control Measures - The company has established strict internal controls and procedures to ensure that all hedging activities are conducted prudently and do not involve speculative trading [4][5] - Regular reporting on the status of foreign exchange risk exposure will be conducted to ensure timely identification of any issues [4] Impact on the Company - The foreign exchange hedging activities are expected to enhance the company's financial stability and protect against adverse currency movements, thereby safeguarding shareholder interests [5][6] - The company will adhere to relevant accounting standards for the recognition and measurement of financial instruments related to these hedging activities [5] Approval Process - The board of directors approved the foreign exchange hedging proposal during a meeting held on June 20, 2024, and it does not require further shareholder approval [5][6] Sponsor's Review Opinion - The sponsor believes that the foreign exchange hedging activities align with the company's operational needs and will help mitigate risks without harming the interests of the company or minority shareholders [6]

Core Viewpoint - The article discusses the qualification review conducted by Guotai Junan Securities for shareholders of Guangdong Liyang Chip Testing Co., Ltd. regarding the transfer of shares to specific institutional investors before the company's initial public offering [1][2]. Group 1: Shareholder Qualification Review - Guotai Junan Securities was commissioned by the shareholders of Liyang Chip to organize the inquiry transfer of shares [1]. - The review process included interviews and inquiries with the shareholders, as well as the collection of relevant documents [2]. - Huang Xing, a shareholder, has not violated any regulations regarding share reduction and is subject to the inquiry transfer window period regulations [2][3]. Group 2: Specific Shareholder Details - Huang Xing is a natural person with no overseas permanent residency and has complied with all share reduction regulations [3][4]. - Hainan Yangzhi Enterprise Management Partnership and Hainan Yanghong Enterprise Management Partnership are also involved, both of which are legal entities with no violations of share reduction regulations [4][5]. - The shares intended for transfer are pre-IPO shares and are not subject to any pledges or judicial freezes [5][6]. Group 3: Compliance with Regulations - The inquiry transfer must comply with the guidelines set forth in the "Inquiry Transfer and Allocation Guidelines" [9][10]. - Liyang Chip has met the requirements for the inquiry transfer, including maintaining a cash dividend amount exceeding 30% of the average annual net profit attributable to shareholders [9]. - The inquiry transfer does not fall within the restricted periods outlined in the guidelines, ensuring compliance with all regulatory requirements [10][11].

国泰海通证券股份有限公司 关于浙江中力机械股份有限公司 首次公开发行网下配售限售股上市流通的核查意见 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 浙江中力机械股份有限公司（以下简称"中力股份"、"公司"）首次公开发行 股票并在主板上市的保荐机构，负责对中力股份的持续督导工作。根据《证券发 行上市保荐业务管理办法》《上海证券交易所股票上市规则》《上海证券交易所 上市公司自律监管指引第11号——持续督导》 《上海证券交易所上市公司自律监 管指引第1号——规范运作》等有关法律、法规和规范性文件的要求，对中力股 份首次公开发行网下配售限售股上市流通事项进行了审慎核查，具体核查情况 及核查意见如下： 一、本次上市流通的限售股类型 根据中国证券监督管理委员会《关于同意浙江中力机械股份有限公司首次 公开发行股票注册的批复》（证监许可2024230号），并经上海证券交易所同意 ，浙江中力机械股份有限公司首次公开发行人民币普通股（A股）6,100万股，并 于2024年12月24日在上海证券交易所主板上市交易。公司首次公开发行股票完 成后，总股本为401,000,000股，其中有限售条件流通股351,17 ...

国泰海通证券股份有限公司 关于上海骄成超声波技术股份有限公司 差异化分红事项的核查意见 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 上海骄成超声波技术股份有限公司（以下简称"骄成超声"或"公司"）首次公 开发行股票并上市持续督导保荐机构，根据《中华人民共和国公司法》《中华人 《上海证券交易所上市公司自律监管指引第 7 号——回购股份》 民共和国证券法》 等相关法律、行政法规、部门规章及其他规范性文件的相关规定，对公司 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，并出具核查意见如下： 一、本次差异化分红的原因 公司于 2024 年 2 月 4 日召开第一届董事会第二十次会议，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》，同意公司使用不低于人民币 股份，回购价格不超过 102.56 元/股，主要用于维护公司价值和股东权益，回购 期限为自公司董事会审议通过本次回购股份方案之日起 3 个月。 公司于 2024 年 7 月 18 日召开第二届董事会第三次会议，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 ...

Core Viewpoint - The company, Jilin Zhongyan High Polymer Materials Co., Ltd., is adjusting the internal investment structure of certain fundraising projects and using its own funds to pay for R&D personnel costs, which will later be replaced with equivalent amounts from the raised funds [1][10]. Fundraising Overview - The company has raised a total of RMB 902.26 million through the issuance of 30,420,000 shares at a price of RMB 29.66 per share, with a net amount of RMB 799.71 million after deducting issuance costs [1][2]. - All raised funds are managed in a dedicated account, with agreements in place between the company, its subsidiaries, and the commercial banks [2]. Project Adjustment Details - The project "Shanghai Carbon Fiber PEEK Composite Material R&D Center" has undergone changes in its implementation subject, location, and total investment amount, which has increased to RMB 110.20 million [3][5]. - The internal investment structure has been adjusted, with construction investment increasing and R&D personnel costs being reduced [5][6]. Reasons for Adjustment - The adjustments are made to enhance R&D capabilities and improve resource allocation without affecting the project's implementation or the interests of shareholders [6][8]. - The company aims to prioritize laboratory construction and equipment procurement due to the urgency of the project [5][6]. Use of Own Funds - The company plans to use its own funds to pay for R&D personnel costs during the project implementation and will replace these amounts with raised funds later [7][8]. - This approach is intended to improve operational efficiency and reduce financial costs while ensuring compliance with relevant regulations [8][9]. Approval Process - The adjustments were approved by the company's board of directors and supervisory board, confirming that the changes do not adversely affect the company's operations or shareholder interests [9][10]. - The company has established operational procedures to ensure the proper management of funds and compliance with regulations [10].

Core Viewpoint - The company is utilizing its own funds to pay for investment projects and will replace these with raised funds in a timely manner, ensuring compliance with regulatory requirements and maintaining operational efficiency [1][6]. Summary by Sections 1. Basic Information on Raised Funds - The company issued 9,874,453 shares at a price of 70.89 RMB per share, raising a total of approximately 700 million RMB, with a net amount of about 689.52 million RMB after deducting issuance costs [1][2]. 2. Investment Project Details - The raised funds will primarily be allocated to the MEMS process wafer testing probe R&D project, with a total investment of 767.8 million RMB, of which 700 million RMB is planned to be funded by the raised capital [2]. 3. Reasons and Procedures for Using Own Funds - The company opted to use its own funds for project expenses due to operational challenges in using raised funds directly for certain payments, such as employee salaries and foreign supplier payments [4][5]. The process involves internal approval and regular reporting to ensure transparency [4]. 4. Impact on Daily Operations - The decision to use own funds is expected to enhance operational management efficiency and ensure the smooth progress of investment projects without affecting the normal implementation of these projects [5][6]. 5. Review Procedures and Opinions - Both the board of directors and the supervisory board have approved the use of own funds for project expenses, confirming that the necessary approval processes were followed and that there is no impact on the intended use of raised funds [5][6].

Core Viewpoint - The company, 伟仕佳杰, is positioned as a leading technology service platform in the ICT industry within the Asia-Pacific region, benefiting from the AI wave and the digital transformation of enterprises, with a recovery in demand and emerging growth in Southeast Asia's computing power export [1]. Investment Highlights - The company is initiating coverage with a "Buy" rating, projecting revenues of HKD 1030.30 million, HKD 1183.70 million, and HKD 1365.14 million for 2025-2027, reflecting year-on-year growth of +15.7%, +14.9%, and +15.3% respectively, with EPS of HKD 0.86, HKD 1.08, and HKD 1.43 [2]. Company Overview - 伟仕佳杰 is a significant technology product channel developer and technical solution integrator in the Asia-Pacific region, with a service network covering the Belt and Road Initiative, serving 1.9 billion people through 50,000 channel partners. The company collaborates with over 300 Fortune 500 technology firms, including Huawei, Alibaba, and Microsoft, across twelve key areas such as cloud computing, AI, data storage, and cybersecurity. The financial data indicates a CAGR of 7.7% in revenue and 9.9% in net profit from 2015 to 2024, with a 16-17% year-on-year revenue growth and a 28-29% increase in net profit attributable to shareholders in Q1 2025 [3]. Logical Framework - The traditional business is benefiting from the AI wave, with the company’s AI computing power management platform and other systems upgraded to adapt to DeepSeek's full series of large models. The company employs a dual-driven strategy of "full-stack services + ecological collaboration" to create a comprehensive cloud service system [4]. - The company has established a strong presence in the Southeast Asian market through a localized operational model, maintaining stable core management and long-term strategic partnerships with upstream and downstream ecosystem partners. It has built a vast and reliable channel network, ranking high in market shares across Thailand, Singapore, Indonesia, the Philippines, and Malaysia, supporting numerous leading domestic technology brands in their overseas expansion [4].

Core Viewpoint - The company is actively advancing its fundraising projects and production capacity, aiming for high-quality output and market expansion, with significant growth in revenue and net profit reported for Q1 2025. Group 1: Fundraising Projects and Production Capacity - The company adheres to a principle of "overall planning and phased implementation" to ensure timely and high-quality production of its fundraising projects [2] - The "annual production of 2,000 sets of industrial digital printing equipment and consumables intelligent factory" project has nearly reached full production capacity in 2024 [2] - The construction of the "integrated printing industry base project" with an annual output of 47,000 tons of digital printing ink is expected to be completed in 2025, enhancing the company's competitiveness in key consumables [2] Group 2: Business Development and Future Plans - In 2024, the company achieved significant revenue growth in digital printing and automated sewing equipment, with total revenue exceeding 280 million yuan, representing a year-on-year increase of 37.67% and 114.66% respectively [3] - The company plans to expand its product offerings in digital printing equipment and automated sewing machines, focusing on both product and market development [4] - The company aims to enhance its product matrix to meet diverse customer needs and improve sales channels, including the development of domestic and international sales agencies [4] Group 3: Financial Performance - In Q1 2025, the company reported a main revenue of 478 million yuan, a year-on-year increase of 29.79%, and a net profit attributable to shareholders of 108 million yuan, up 25.2% [12] - The company's gross profit margin stands at 42.84%, with a debt ratio of 19.66% [12] Group 4: Market Strategy and Risk Management - The company maintains a "risk controllable" principle in managing accounts receivable, ensuring low bad debt rates and optimizing overall process control [6] - The impact of US-China tariffs on the company's business is minimal, as most exports are directed towards South Asian and European markets, with a low proportion of products exported to the US [10] - The company plans to strengthen its overseas market presence by enhancing service capabilities and optimizing supply chain management [11]