中信证券股份有限公司 关于 山西锦波生物医药股份有限公司 向特定对象发行股票 之 发行保荐书 保荐人（主承销商） 广东省深圳市福田区中心三路 8 号卓越时代广场（二期）北座 二零二五年十二月 | 目 | 录 1 | | --- | --- | | 声 | 明 2 | | 第一节 | 本次证券发行基本情况 3 | | | 一、保荐人名称 3 | | | 二、保荐代表人、项目协办人及其他项目组成员情况 3 | | | 三、本次保荐的发行人证券发行的类型 5 | | | 四、发行人情况 5 | | | 五、保荐人与发行人存在的关联关系 9 | | | 六、保荐人内部审核程序和内核意见 10 | | 第二节 | 保荐人承诺事项 12 | | 第三节 | 对本次证券发行上市的推荐意见 13 | | | 一、本次发行的推荐结论 13 | | | 二、本次发行履行了法定决策程序 13 | | | 三、本次发行符合相关法律规定 14 | | | 四、对发行人落实《关于首发及再融资、重大资产重组摊薄即期回报有关事 | | | 项的指导意见》的核查情况 19 | | | 五、发行人存在的主要风险 19 | | | 六、对发行人发 ...

中信证券股份有限公司 关于 山西锦波生物医药股份有限公司 向特定对象发行股票 之 上市保荐书 保荐机构（主承销商） 广东省深圳市福田区中心三路8号卓越时代广场（二期）北座 二〇二五年十二月 山西锦波生物医药股份有限公司向特定对象发行股票申请文件 上市保荐书 声 明 | 声 | 明 1 | | --- | --- | | 目 | 录 2 | | 第一节 | 发行人基本情况 4 | | 一、公司概况 4 | | | 二、主营业务介绍 4 | | | 三、公司主要经营和财务数据及指标 5 | | | 四、发行人存在的主要风险 8 | | | 第二节 | 本次发行情况 12 | | 一、发行股票的种类和面值 12 | | | 二、发行方式 12 | | | 三、发行对象及认购方式 12 | | | 四、定价原则和发行价格 12 | | | 五、发行数量 13 | | | 六、募集资金投资项目 13 | | | 七、限售期 14 | | | 八、上市地点 14 | | | 九、本次向特定对象发行股票前公司的滚存未分配利润归属 14 | | | 十、关于本次向特定对象发行股票决议有效期限 14 | | | 第三节 | 保 ...

Core Viewpoint - The medical beauty sector experienced a decline of 1.35% on January 22, with Jinbo Biological leading the drop, while the overall market indices showed slight increases [1]. Group 1: Market Performance - The Shanghai Composite Index closed at 4122.58, up 0.14% - The Shenzhen Component Index closed at 14327.05, up 0.5% [1]. Group 2: Individual Stock Performance - ST Meigu closed at 3.34, with an increase of 1.52% and a trading volume of 60,900 shares, totaling a transaction value of 20.15 million yuan - Huaxi Biological closed at 45.54, down 0.76% with a trading volume of 28,800 shares, totaling a transaction value of 13.2 million yuan - Aimeike closed at 141.60, down 2.07% with a trading volume of 31,200 shares, totaling a transaction value of 44.6 million yuan - Jinbo Biological closed at 226.99, down 2.21% with a trading volume of 7,993.54 shares, totaling a transaction value of 183 million yuan [1]. Group 3: Capital Flow Analysis - The medical beauty sector saw a net outflow of 66.31 million yuan from main funds, while retail investors contributed a net inflow of 45.07 million yuan - The detailed capital flow for individual stocks shows: - ST Meigu: Main funds net inflow of 1.81 million yuan, retail net outflow of 759,000 yuan - Huaxi Biological: Main funds net outflow of 24.14 million yuan, retail net inflow of 8.44 million yuan - Jinbo Biological: Main funds net outflow of 35.10 million yuan, retail net inflow of 313,600 yuan - Aimeike: Main funds net outflow of 43.98 million yuan, retail net inflow of 37.39 million yuan [2].

Group 1: Core Issues - The company has officially paused its IPO journey due to unresolved shareholder equity freeze issues, which has hindered its access to capital markets [1][2] - The second-largest shareholder, Ding Yumei, holds approximately 3.65 million shares (4.30% of total equity), which are currently under judicial freeze due to legal complications related to asset recovery actions against her and her ex-husband, Xu Jiayin [2][7] - The prolonged equity freeze reflects potential governance risks, which have been a key concern for advisory institutions and ultimately contributed to the failure of the IPO process [2][7] Group 2: Financial Performance - In the first half of 2025, the company reported revenue of 214 million yuan, a year-on-year increase of 16.98%, but the net profit attributable to shareholders plummeted by 55.99% to 13.21 million yuan [3][8] - The company heavily relies on a single product line, with collagen products accounting for 87.83% of its revenue, indicating a lack of diversification [3][8] - Historical performance shows that the company withdrew its application for the Sci-Tech Innovation Board in December 2021 due to anticipated revenue not meeting the required growth rates, and similarly terminated its application for the Beijing Stock Exchange in March 2024 for failing to meet revenue growth criteria [4][9] Group 3: Industry Dynamics - The company's struggles reflect broader structural changes in the industry, including tightening regulatory policies that have altered the market environment significantly since 2020 [5][9] - The collagen product market has become increasingly competitive, with rivals like Juzhi Biotechnology and Fuirjia successfully listing and expanding their market presence, while the company has lagged in technological innovation and capitalizing on new trends [5][10] - The company has not adapted to the shift towards recombinant collagen technology, which has been embraced by competitors, leading to a decline in its market position [5][10]

通过首发募资，不少北交所上市企业获得了资金支持。在与北京商报记者交流时，广厦环能相关负责人 也表示，北交所上市公司身份提升了公司在与客户招投标、商务谈判中的信用背书效应，并提升了公司 行业与资本市场的关注度，公司募资产能也将逐步释放。 自2021年鸣锣开市以来，北交所的生态版图持续扩容。截至1月21日，北交所上市公司规模已由最初的 81家增长至289家；板块总市值则由2025年同期的5350亿元飙升至9318.77亿元，距离万亿市值"里程 碑"仅一步之遥。 在整体市值规模跃升背后，自2025年以来，北交所百亿市值梯队经历"爆发式"扩容。截至1月21日收 盘，北交所百亿市值公司数量已由2025年同期的4家增至10家；市值的"头雁"方阵中，锂离子电池企业 贝特瑞凭借357.7亿元的总市值稳居榜首；在其之后，还有锦波生物、蘅东光两股总市值超过200亿元。 广厦环能于2023年12月登陆北交所市场，主要从事强化传热技术研究及高效换热器的研发、设计、制 造、销售及服务。公司成功通过国家工信部第四批专精特新"小巨人"企业认定。 登陆A股市场，广厦环能首发募集资金总额为3.52亿元。而在获得这笔融资之前，"产能"已经成为制 ...

Market Overview - The medical beauty sector experienced a decline of 1.35% on January 20, with *ST Meigu leading the drop [1] - The Shanghai Composite Index closed at 4113.65, down 0.01%, while the Shenzhen Component Index closed at 14155.63, down 0.97% [1] Stock Performance - Key stocks in the medical beauty sector showed the following performance: - Huaxi Biological (688363) closed at 45.82, down 0.82% with a trading volume of 35,000 shares and a turnover of 161 million yuan [1] - Aimeike (300896) closed at 144.82, down 1.59% with a trading volume of 30,000 shares and a turnover of 436 million yuan [1] - Jinbo Biological (920982) closed at 234.11, down 1.96% with a trading volume of 6,327 shares and a turnover of 149 million yuan [1] - *ST Meigu (000615) closed at 3.24, down 2.70% with a trading volume of 106,900 shares and a turnover of 34.95 million yuan [1] Capital Flow - The medical beauty sector saw a net outflow of 100 million yuan from main funds, while retail investors contributed a net inflow of 74.88 million yuan [1] - Detailed capital flow for key stocks includes: - *ST Meigu: Main funds net outflow of 11.12 million yuan, retail net inflow of 6.93 million yuan [2] - Jinbo Biological: Main funds net outflow of 25.90 million yuan, retail net outflow of 1.30 million yuan [2] - Huaxi Biological: Main funds net outflow of 31.89 million yuan, retail net inflow of 22.38 million yuan [2] - Aimeike: Main funds net outflow of 57.26 million yuan, retail net inflow of 45.57 million yuan [2]

Group 1 - The medical beauty sector increased by 0.06% on January 19, with Jinbo Biological leading the gains [1] - The Shanghai Composite Index closed at 4114.0, up 0.29%, while the Shenzhen Component Index closed at 14294.05, up 0.09% [1] - Jinbo Biological's closing price was 238.79, with a rise of 1.61%, while other companies like Aimeike and Huaxi Biological showed mixed performance [1] Group 2 - The medical beauty sector experienced a net outflow of 808.89 million yuan from main funds, while retail investors saw a net inflow of 5.19 million yuan [1] - Aimeike had a main fund net inflow of 16.01 million yuan, but also faced significant outflows from retail and speculative funds [2] - Jinbo Biological saw a main fund net inflow of 10.08 million yuan, with a notable retail net inflow of 4.28 million yuan [2]

Core Viewpoint - The cosmetic industry faces its first IPO termination case in 2026, as Chuang'er Bio announces the cessation of its listing guidance due to unresolved shareholder equity freeze issues, marking its second failed IPO attempt [1][3][11]. Group 1: IPO Termination Reasons - The termination of the IPO guidance is attributed to the long-term unresolved issue of shareholder equity freeze, particularly involving the second-largest shareholder Ding Yumei, whose shares are frozen due to legal actions related to Evergrande's debt crisis [3][5][8]. - The company had previously attempted to go public, facing setbacks including two failed applications to the Sci-Tech Innovation Board and a subsequent shift to the Beijing Stock Exchange, which also did not yield results [10][11]. Group 2: Financial Performance and Challenges - Chuang'er Bio has struggled with fluctuating financial performance, with revenue consistently hovering between 240 million and 400 million RMB over the past six years, indicating a clear growth ceiling [12][14]. - The company's revenue for 2025 was reported at 214 million RMB for the first half, reflecting a year-on-year increase of 16.98%, but net profit plummeted by 55.99% to 13.21 million RMB, highlighting a trend of "increased revenue without increased profit" [13][14]. Group 3: Industry Context and Competitive Landscape - The collagen market is projected to surpass hyaluronic acid, becoming the leading ingredient in skincare by 2025, with a forecasted market size of 108.3 billion RMB by 2027, growing at a compound annual growth rate of 42.4% [16]. - Competitors like Juzhi Bio and Jinbo Bio have significantly outpaced Chuang'er Bio in both revenue and profitability, with Juzhi Bio's revenue soaring from 2.36 billion RMB in 2022 to 5.54 billion RMB in 2024, while Chuang'er Bio's growth remains stagnant [17][20]. Group 4: Regulatory and Technological Challenges - Regulatory tightening and the decline of the "medical device" business model have adversely affected Chuang'er Bio, which previously relied on its medical dressing products for competitive advantage [18]. - The shift in technology from animal-derived collagen to recombinant collagen has created a gap, with competitors advancing in this area while Chuang'er Bio remains focused on traditional collagen products [19][20]. Group 5: Future Outlook - The termination of the IPO is seen as a culmination of long-standing issues in industry competition, technological positioning, and capital utilization, suggesting that Chuang'er Bio must find a sustainable growth engine and differentiate itself in a competitive landscape to consider future IPO attempts [21].

Summary of Key Points Core Viewpoint - As of January 16, the total margin financing and securities lending balance on the Beijing Stock Exchange (BSE) was 8.981 billion yuan, a decrease of 157 million yuan from the previous trading day, marking a continuous decline for two consecutive trading days [1]. Financing and Margin Data - The margin balance on January 16 was 8.981 billion yuan, down by 157 million yuan from the previous day, while the securities lending balance was 84.6 thousand yuan, an increase of 0.08 thousand yuan [1]. - The stocks with the highest margin balances included Jinbo Biological (4.08 billion yuan), Better Ray (3.28 billion yuan), and Shuguang Shuchuang (2.95 billion yuan), with an average margin balance to market capitalization ratio of 1.44% [1]. Net Buying and Selling Trends - On January 16, 117 stocks had net margin purchases, with 32 stocks having net purchases exceeding 1 million yuan. The top net purchase was for Hengdongguang at 34.8645 million yuan, followed by Naconoer and Guangxin Technology with net purchases of 13.9741 million yuan and 12.1128 million yuan, respectively [1]. - The stocks with the highest net margin sales included Meideng Technology, Xingtou Measurement Control, and Kaihua Materials, with net sales of 44.2609 million yuan, 18.6269 million yuan, and 17.1534 million yuan, respectively [1]. Industry Performance - In terms of industry statistics, the sectors with the most stocks exceeding 1 million yuan in net margin purchases were power equipment, machinery, and computers, with 9, 7, and 2 stocks respectively [2]. - The average increase for stocks with net margin purchases exceeding 1 million yuan on January 16 was 11.28%, with notable increases from Kema Materials (371.27%), Tietuo Machinery (10.16%), and Hualing Co. (5.76%) [2]. Trading Activity - The weighted average turnover rate for stocks with net margin purchases exceeding 1 million yuan was 7.95%, with Kema Materials, Tietuo Machinery, and Caneng Power leading in turnover rates at 96.14%, 34.91%, and 29.65% respectively [2]. - The average daily turnover rate for BSE stocks on January 16 was 4.73% [2].

Investment Rating - Investment rating: Positive (maintained) [1] Core Insights - The luxury goods retail revenue in China is showing signs of recovery, with high-end brands like LVMH, Hermès, and Prada experiencing positive growth since Q2 2025 [15][16] - The global network literature market is witnessing rapid growth, particularly in Latin America, with WebNovel reaching nearly 400 million cumulative users by October 2025 [34][35] - The micro-drama and comic-drama market in China is projected to exceed 100 billion yuan in 2025, significantly surpassing the film box office revenue [37][38] - The probiotic market is expanding, with a focus on next-generation probiotics (NGPs) like AKK bacteria, which show significant potential in health applications [55][63] Summary by Sections 1. Duty-Free Shopping - Post-New Year duty-free shopping in Hainan shows strong growth, with sales reaching 3.89 billion yuan and a 49.6% year-on-year increase in shopping amount [31][33] - The high net worth individuals are expected to drive luxury consumption, with a notable increase in spending on preservation-type luxury goods [15][16] 2. Network Literature - The Chinese network literature market reached 49.55 billion yuan in 2024, with a 29.37% year-on-year growth, while the overseas market grew by 10.68% [34] - WebNovel has cultivated nearly 530,000 authors and over 820,000 original works, with a significant increase in user engagement [34][35] 3. Micro-Drama - The micro-drama and comic-drama market in China is expected to reach 100 billion yuan in 2025, with a 98% year-on-year growth [37][38] - The user base for micro-dramas is approaching 700 million, with a strong preference among female viewers [40][42] 4. Probiotics - The global probiotic market is projected to grow at a CAGR of 8.7%, reaching 93.49 billion USD by 2028, with China's market expected to reach 134.89 billion yuan by 2024 [55][63] - Next-generation probiotics like AKK bacteria are gaining traction, with significant potential in health management and consumer interest [55][63]