关于下属公司及分支机构，请在法律意见书中补充公司下属公司及分支机构情况，并说明公司及其下属 公司、分支机构的经营范围是否涉及《外商投资准入特别管理措施(负面清单)(2024年版)》领域。 据招股书披露，欣旺达是全球锂电池科技企业，致力于提供绿色及高效的新能源一体化解决方案。公司 主要从事锂电池研发、设计、制造和销售，覆盖包括消费类电池、动力类电池及储能系统在内的丰富产 品矩阵，向全球客户提供自电芯、模组到系统以及电池检测及回收的全面解决方案。 公司与全球领先的科技公司建立了长期稳定的合作关系，包括全球最大的智能手机公司、小米、联想、 OPPO、vivo、荣耀及传音等重要行业参与者的主要厂商。目前为止， 2024年销量前十名的全球手机厂 商均是公司的客户。 (2)请说明最近一年新增股东情况。如无法核查的，请说明具体原因； (3)请说明公司是否存在股权代持，包括历史沿革中是否存在股权代持，不限于控股股东、实际控制 人； (4)请说明已经制定或实施的股权激励及相关安排情况，不限于报告期内实施的员工持股计划和股权激 励计划，并就是否合法合规、是否存在利益输送出具明确结论性意见。 9月19日，中国证监会公布境外发行上市 ...

智通财经APP获悉，9月19日，中国证监会公布境外发行上市备案补充材料要求公示(2025年9月12日— 2025年9月18日)。证监会要求欣旺达(300207.SZ)就公司设立及历次股权变动是否合法合规出具结论性意 见。据港交所7月30日披露，欣旺达向港交所递交上市申请，高盛、中信证券为其联席保荐人。 同时，说明关于控股股东、实际控制人。(1)请结合质押原因、偿债能力、合同履行等情况，补充说明 发行人控股股东和实际控制人股权质押是否可能导致发行人控制权发生变化，是否导致发行人存在《境 内企业境外发行证券和上市管理试行办法》第八条规定的禁止性情形；(2)请补充说明备案材料对控股 股东认定结果不一致的原因及认定标准，并就控股股东的认定情况出具明确结论性意见。 关于股本情况：(1)请说明公司现有股东的基本情况，以及现有股东之间的关联关系或一致行动关系。 如无法核查，请说明具体原因； (2)请说明最近一年新增股东情况。如无法核查的，请说明具体原因； (3)请说明公司是否存在股权代持，包括历史沿革中是否存在股权代持，不限于控股股东、实际控制 人； (4)请说明已经制定或实施的股权激励及相关安排情况，不限于报告期内实施的 ...

Group 1 - The Hong Kong IPO market has been active since 2025, with notable listings in the biopharmaceutical, technology, and consumer sectors, as well as a significant increase in resource-based companies going public [1][2] - Zijin Gold International, a spin-off of Zijin Mining Group, is set to launch its IPO on September 29, 2025, with an expected fundraising of approximately HKD 249.84 billion, making it the second-largest IPO in Hong Kong this year [2][3] - The funds raised by Zijin Gold International will be used for upgrading existing mines, acquiring the Raygorodok gold mine in Kazakhstan, general corporate purposes, and exploration activities [2][3] Group 2 - Since 2025, three resource-based companies have successfully listed in Hong Kong: Chifeng Jilong Gold Mining, Nanshan Aluminum International, and Jiexin International Resources, each with unique listing strategies [4][5] - Chifeng Jilong Gold Mining adopted a "A-share first, then H-share" model, aiming to enhance its international presence and attract global investment [4][7] - Nanshan Aluminum International focuses on developing and procuring bauxite and coal resources in Indonesia, utilizing a low-temperature Bayer process for alumina production [4][7] Group 3 - Jiexin International Resources, based in Kazakhstan, is notable for being the first company to dual-list in both Hong Kong and the Astana International Exchange, with significant tungsten resources [5] - Several resource-based companies, including Jinxun Co., Zhihui Mining, and Innovation International, are currently in the pipeline for IPOs in Hong Kong, primarily aiming to develop international markets and acquire overseas projects [6][7] - The trend of resource companies seeking Hong Kong listings reflects a strategy to enhance governance, competitiveness, and market influence in the context of globalization and the Belt and Road Initiative [7]

Core Viewpoint - The Hong Kong IPO market has been thriving since 2025, with notable listings from sectors such as biomedicine, technology, and consumer goods, alongside a significant increase in resource-based companies seeking to go public [1][2]. Group 1: Recent IPOs - Zijin Gold International, a spin-off from Zijin Mining Group with a market cap exceeding 600 billion yuan, is set to launch its IPO, aiming to raise approximately 24.984 billion HKD, making it the second-largest IPO in Hong Kong this year after CATL [3][4]. - The IPO price for Zijin Gold International is set at 71.59 HKD per share, with the net proceeds intended for upgrading existing mines, acquiring the Raygorodok gold mine in Kazakhstan, and general corporate purposes [3][4]. Group 2: Characteristics of Listed Companies - The article highlights three resource-based companies that have successfully listed in Hong Kong: Chifeng Jilong Gold Mining, Nanshan Aluminum International, and Jiexin International Resources, each with distinct listing strategies [5]. - Chifeng Jilong Gold Mining is the first A-share company to adopt the "A first, then H" model for its Hong Kong listing, aiming to enhance its international presence and attract global investment [5]. - Nanshan Aluminum International focuses on developing and procuring bauxite and coal resources in Indonesia, utilizing a low-temperature Bayer process for alumina production [5]. - Jiexin International Resources, based in Kazakhstan, is notable for being the first company to have dual primary listings in both Hong Kong and Kazakhstan's Astana International Exchange [5]. Group 3: Upcoming Listings - Several resource-based companies are currently in the pipeline for IPOs in Hong Kong, including Jinxun Co., Zhihui Mining, Innovation International, Jinyan High-tech, and Jianbang High-tech, all of which submitted their applications this year [7]. - The primary motivation for these companies to seek listings in Hong Kong is to develop international markets and acquire overseas projects, leveraging the diverse investor base available in the Hong Kong capital market [8][9].

Core Viewpoint - The recent share transfer by Kexing Pharmaceutical indicates a strategic move towards preparing for a potential IPO in Hong Kong, with significant capital operations involving both share reduction by the controlling shareholder and bond issuance by the company [1][2][3] Group 1: Share Transfer Details - Kexing Pharmaceutical's controlling shareholder, Koyi Medicine, transferred 10.0628 million unrestricted shares at a price of 30.88 yuan per share, totaling approximately 311 million yuan, which represents 5% of the total share capital [1] - The transfer price reflects a nearly 30% discount compared to the average price over the previous 20 trading days and a significant drop from the 36.7 yuan per share price in early August [1] - The effective subscription multiple was only 1.01 times, indicating weak demand from institutional investors [1] Group 2: Financial Performance and Future Plans - Koyi Medicine has raised a total of 754 million yuan through various share reduction methods over the past three months [1] - Kexing Pharmaceutical plans to issue up to 800 million yuan in technology innovation bonds, creating a dual funding flow strategy of shareholder reduction and corporate bond issuance [1][2] - The company reported a net profit of 80.3445 million yuan in the first half of the year, a year-on-year increase of 576.45%, with cash flow from operating activities turning positive [2] Group 3: Market Implications and Investor Sentiment - The high discount and rapid pace of share reduction suggest a pressing need for cash by the controlling shareholder and a cautious outlook on short-term stock price movements [2][3] - Koyi Medicine's shareholding has decreased from 66.01% to 54.5%, still above the 25% public holding requirement for Hong Kong listings, indicating that further share distribution will be necessary for a successful IPO [2] - The introduction of 35 institutional investors through the share transfers enhances the diversity and stability of the company's shareholder structure, potentially boosting confidence among international investors for the upcoming IPO [2]

Core Viewpoint - Bidar Pharmaceuticals is making its third attempt to list on the Hong Kong Stock Exchange, facing significant financial pressures and reliance on its core product, Camrelizumab, for revenue generation [1][2][4]. Group 1: Company Background - Bidar Pharmaceuticals, listed on the Shenzhen Stock Exchange since 2016, has become a representative enterprise in the domestic innovative drug sector [2]. - The company has eight listed drugs, focusing on areas such as lung cancer, kidney cancer, and breast cancer [1]. Group 2: Financial Performance - In the first half of 2025, Bidar achieved revenue of 1.731 billion yuan, a year-on-year increase of 15.37%, but its net profit dropped by 37.53% to 140 million yuan [3]. - Historical revenue growth from 2021 to 2024 shows fluctuations in net profit, with figures of 383 million, 145 million, 348 million, and 403 million yuan respectively [3]. Group 3: Financial Challenges - As of June 30, 2025, the company had cash reserves of 527 million yuan, with current liabilities reaching 1.757 billion yuan, indicating significant short-term debt pressure [4]. - Bidar has overdue payments of 180 million yuan to its partner, Yifang Bio, which has led to the latter recognizing bad debt provisions of 18 million yuan [4]. Group 4: Research and Development - The company has maintained high R&D expenditures, with amounts of 861 million, 977 million, 1.002 billion, and 717 million yuan from 2021 to 2024, often exceeding 40% of revenue [5]. - In the first half of 2025, Bidar invested 299 million yuan in various ongoing projects, including Ensartinib and other candidates [5]. Group 5: Market Context - The push for H-share listing is part of a broader trend among innovative drug companies in China seeking to access international capital markets [5]. - Successful H-share listings can enhance a company's risk resilience and brand influence, as seen with other companies like Hengrui Medicine and Kexing Pharmaceutical [5].

Core Insights - The Hong Kong IPO market has shown signs of recovery in the first nine months of 2025, with the "A+H" listing model becoming mainstream [1] - A total of 11 A-share companies completed dual listings, raising HKD 91.689 billion, with CATL raising HKD 41.01 billion, marking the largest Hong Kong IPO in nearly four years [1] - There are currently 161 "A+H" listed companies, with over 51 A-share companies in the queue [1] Group 1 - Innovative methods such as share swaps and mergers are simplifying processes and reducing costs for companies [1] - The channel for Chinese concept stocks to return to Hong Kong is also open, with the Hong Kong Stock Exchange launching a "Tech Company Special Line" in May to facilitate listings for specialized tech firms [1] - On September 16, Hesai Technology achieved a dual listing in Hong Kong and the US, raising over HKD 4.16 billion, becoming the largest Chinese concept stock IPO in Hong Kong in nearly four years [1] Group 2 - The Chief Executive of Hong Kong, John Lee, has expressed intentions to optimize the "same share, different rights" regulations [1] - Industry experts suggest relaxing restrictions on market capitalization, earnings, and voting rights to strengthen Hong Kong's position as the preferred destination for the return of Chinese concept stocks [1]

Core Viewpoint - The event "Path to New Opportunities - Professional Training for Hong Kong IPO" was held to support companies in listing in Hong Kong and seizing opportunities in the international capital market [2] Group 1: Event Overview - The training took place on September 15, 2025, in Suzhou, Jiangsu Province, organized by China Securities Journal and the Jiangsu Provincial Financial Office [2] - Attendees included local financial management officials from various cities in Jiangsu and over a hundred corporate executives [2] - Experts from brokerage firms, law firms, media, and financial public relations provided lectures on Hong Kong IPO-related matters [2] Group 2: Legal Insights on IPO - Zhang Guoguang, a senior partner at Beijing Haotian Law Firm, provided a professional interpretation of regulatory rules for domestic companies listing in Hong Kong [4] - Key compliance checks include ensuring the company's establishment and historical background meet legal requirements, clear ownership structure, and compliance with operational legality [4] - Companies must also verify that necessary qualifications are legally obtained, taxes are paid, labor contracts are signed, social insurance is paid, and intellectual property rights are legally owned [4] Group 3: Listing Structures and Regulatory Process - After establishing compliance, companies should choose an appropriate restructuring and listing structure, primarily H-share or red-chip models, including traditional equity and VIE structures [4] - Companies are advised to study the core characteristics, advantages, and disadvantages of different listing structures in relation to their business and financing needs [4] - Zhang Guoguang also shared details on the China Securities Regulatory Commission's filing requirements, operational processes, and practical experiences to help companies navigate the regulatory landscape [5] Group 4: Haotian Law Firm's Expertise - Haotian Law Firm is one of the earliest law firms engaged in capital market services, providing comprehensive legal services in complex capital market transactions [7] - The firm has served hundreds of listed companies and completed numerous complex and innovative IPOs, refinancing, and bond issuance projects across various stock exchanges including Shanghai, Shenzhen, Hong Kong, and New York [7] - Haotian aims to continue leveraging its professional capabilities to focus on corporate listing services and contribute to the development of the capital market [7]

Core Viewpoint - Beida Pharmaceutical (300558.SZ) is seeking a third attempt for an IPO in Hong Kong to enhance its capital strength and support its internationalization process, following two previous unsuccessful attempts in 2021. The primary motivation appears to be alleviating the company's increasing financial pressure rather than solely supporting long-term R&D [2][3][4]. Financial Performance - In 2025 H1, Beida reported revenue of 1.731 billion, a year-on-year increase of 15.37%, but the net profit attributable to shareholders was only 140 million, down 37.53% year-on-year. In Q2 2025, net profit was 40 million, a significant decline of 68.36% [6]. - The company's revenue heavily relies on its cornerstone product, Kaimena, which has annual sales exceeding 1 billion, accounting for more than half of its main business revenue [5][6]. - The company’s operating cash flow in H1 2025 was 445 million, reflecting a year-on-year decrease of 14.70%, indicating tightening liquidity [3][6]. Capital Structure and Liquidity - As of the end of 2023, Beida's cash balance was 527 million, a significant drop from 792 million at the end of 2021. The current assets were 1.359 billion, while current liabilities stood at 1.757 billion, highlighting short-term debt pressure [2][3]. - The company plans to allocate 40% of the IPO proceeds for R&D, 30% for potential acquisitions, and the remainder for marketing network construction and working capital [3]. R&D and Product Pipeline - Beida's R&D investment has decreased from 700 million in 2022 to 255 million in H1 2025, with the R&D team size halved from 647 in 2022 to 327 in 2024. This reduction may hinder new drug development and weaken the company's competitiveness in the innovative drug sector [7]. - The company has eight marketed products, but the performance of new products like Beifutini has been disappointing, with sales in H1 2025 not reaching 10% of main business revenue [5][6]. Market Position and Challenges - The competitive landscape for third-generation EGFR-TKIs is intense, with seven products already on the market, which may further squeeze Beida's market space if more competitors are included in the medical insurance [5][6]. - Beida's stock performance has been weak, with a year-to-date increase of about 30%, and the current stock price of 70.73 per share is significantly lower than its historical high of 160.66 [7][8].

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].