中经记者 苏浩 卢志坤 北京报道 近期，海思科（002653.SZ）回复了深交所对其向特定对象发行股票的申请发出审核问询函，试图解释 13.65亿元定增计划中存在的诸多疑问：从业绩剧烈波动到高额分红后立即募资，从研发费用资本化畸 高到产能闲置。 "以2027年年末预计营运资金占用额12.06亿元，减去2024年年末实际营运资金占用额8.79亿元，可测算 得出公司2025—2027年新增营运资金缺口规模为 3.26亿元。综合考虑公司的有息负债情况，公司规划了 本次股权融资的补流部分，具有合理性。"海思科方面表示。 事实上，在控制权结构上，海思科呈现高度集中的股权格局。 截至2025年3月，王俊民、范秀莲、郑伟三方通过一致行动协议共同控制公司，三人实际可支配表决权 合计达73.27%。2025年3月一致行动关系解除后，王俊民单独持股40.11%成为实际控制人。一般来说， 高持股比例也意味着大股东或成为分红最大受益者。 财报显示，2023年和2024年，海思科现金分红金额分别高达2.23亿元和4.64亿元，占合并报表中归属于 上市公司股东的净利润的比例分别为75.5%和117.31%。耐人寻味的是，在大额分红后，公 ...

Group 1: Marketing Reform and Sales Efficiency - The company initiated a direct sales reform pilot in 9 provinces starting in 2022, achieving significant results with steady profit growth in these areas. The reform has now been completed in 15 provinces, positively impacting sales efficiency and profitability [1] - The marketing reform introduced new performance metrics such as per capita efficiency and store efficiency, moving away from solely focusing on growth rates. This aims to motivate sales personnel and align their income with company performance through potential stock incentive plans [1] - The company is focusing on optimizing product structure and pricing systems while nurturing major product lines and deepening relationships with key national customers [2] Group 2: Sales Expense Management - The company is continuously working on optimizing sales expense ratios through various strategies, including deepening marketing system reforms and transitioning from a large package model to a direct sales model [2] - A market supervision department has been established to oversee business activities and financial management across subsidiaries, enhancing expense control and commercial negotiations [2] - New performance requirements for sales personnel have been introduced, and budget assessments for direct subsidiaries are being strengthened to reduce sales expenses [2] Group 3: Clinical Research and Financial Stability - The clinical research for the product "Tangning Tongluo" is progressing as planned, with patient enrollment ongoing. The company will fulfill its information disclosure obligations upon achieving significant progress [2] - The company maintains stable long-term relationships with multiple banks, and its credit rating is expected to improve post-listing. There are no short-term solvency issues, and the company plans to continue optimizing its asset-liability structure [2] - The chairman holds 245,346,284 shares, representing 17.55% of the total share capital, all of which are pledged. The purpose of the pledge is for investment in non-listed companies and debt repayment, not for operational needs [3]

Group 1 - Direct financing refers to the method where fund providers directly supply funds to fund seekers through negotiations or by purchasing securities issued by them, including stock and bond issuance [1] - The capital market consists of various financing activities and is primarily divided into the securities market and the bank medium to long-term credit market, including stocks, corporate bonds, and financial derivatives [2] - The stock market is a platform for companies to raise funds by issuing shares, representing ownership rights for shareholders, and is divided into the primary market (issuance) and secondary market (trading) [3][4] Group 2 - Issuers are entities that issue stocks to raise funds, while investors include institutional and individual investors who trade stocks [4] - The independent organization of the stock market includes self-regulatory organizations like stock exchanges and regulatory bodies such as the China Securities Regulatory Commission [4] - A subsidiary is a company controlled by another company (the parent company) and has its own legal status, while a branch does not have legal status and operates under the parent company's responsibility [5] Group 3 - The consolidated financial statements reflect the overall financial status, operating results, and cash flows of a company and its subsidiaries, including the consolidated balance sheet and income statement [8] - The company must ensure compliance with legal requirements and provide accurate information to intermediaries during the listing process to avoid delays or additional costs [9][10] Group 4 - The stock issuance plan includes details such as underwriting methods, issuance quantity, pricing principles, and procedures [16][17] - Underwriting is the process where securities companies sell securities on behalf of issuers, with methods including firm commitment and best efforts [17] Group 5 - After listing, companies must adhere to regulations, maintain transparency, and comply with the securities listing agreement, ensuring proper governance structures are in place [18][19] - Companies should actively manage investor relations and ensure timely and accurate information disclosure to enhance investor trust [19] Group 6 - The new Securities Law introduces changes to the stock issuance system, requiring registration with the relevant authorities and allowing stock exchanges to review issuance applications [20] - Founders of a company must meet specific criteria, including the ability to independently bear civil responsibilities [23] Group 7 - State-owned enterprises undergoing restructuring must ensure legal compliance and disclose relevant opinions from authorities regarding the legitimacy of the restructuring process [24] - Clear ownership structures are essential, and issues such as equity holding and contractual agreements must be addressed to avoid disputes [25][26] Group 8 - The independence of an issuer is crucial, requiring a complete business system and the ability to operate independently in the market [42] - Related party transactions must be managed to avoid conflicts of interest and ensure fair pricing [44][45]

立信会计师事务所（特殊普通合伙） 关于对上海岩山科技股份有限公司的关注函的回复 我们接受上海岩山科技股份有限公司（以下简称"岩山科技"）的委托，对纽 劢（开曼）有限公司（以下简称"纽劢开曼"或公司）2022 年度及截至 2023 年 6 月 30 日止六个月的模拟财务报表进行了审计，并于 2023 年 8 月 29 日出具了"信 会师报字[2023]第 ZA15128 号"审计报告。依照相关的法律法规、执业准则规定， 形成我们的专业判断并发表审计意见，公司的责任是提供真实、合法、完整的会 计资料。 根据贵部于 2023 年 9 月 1 日下发的《关于对上海岩山科技股份有限公司的 关注函》（公司部关注函【2023】第 303 号）（以下简称"关注函"），我们对贵部 要求会计师核查的问题进行了审慎核查，现答复如下： 信会师函字[2023]第 ZA554 号 深圳证券交易所上市公司管理部： 问题十、Nullmax (Cayman)审计报告显示，2023年 6月底，Nullmax (Cayman) 其他应收款、无形资产、开发支出、其他应付款期末余额分别为 1.15亿元、6,405.07 万元、3,879.11 万元、 ...