一、关于股权变动：(1)请说明公司减资的程序合规性、相关税费缴纳以及减资对价款支付情况，并就 公司设立和历次股权变动合法合规性出具明确结论性意见；(2)请按照《监管规则适用指引——境外发 行上市类第2号》股份代持相关要求，对公司历史上存在的股份代持情形进行核查。 二、请说明公司设立境外子公司涉及的境外投资、外汇登记等监管程序具体履行情况，并就合规性出具 结论性意见。 三、请说明公司及下属公司经营范围包含"医药开发、研究；医学研究和试验发展；检测服务"的具体情 况，是否实际开展相关业务及具体运营情况，是否已取得必要的资质许可，经营范围及实际业务是否涉 及"人体干细胞、基因诊断与治疗技术开发和应用"或其他外商投资准入限制或禁止领域及相关判断依 据，本次发行上市前后是否持续符合外商投资准入政策要求。 智通财经APP获悉，12月26日，中国证监会公布《境外发行上市备案补充材料要求(2025年12月22日— 2025年12月26日)》。中国证监会国际司公示19家企业补充材料要求，其中，要求海纳医药补充说明募 集资金具体用途，境内外用途占比情况等事项。据悉，海纳医药已于2025年11月7日递表港交所，中金 公司为独家保荐 ...

Core Viewpoint - Nanjing Haina Pharmaceutical Technology Co., Ltd. is making its third attempt to go public by submitting an IPO application to the Hong Kong Stock Exchange after previous failures in the A-share market and a terminated acquisition by Chengdu Xian Dao [2][4]. Company Performance - Haina Pharmaceutical's revenue has shown a "high opening and low closing" trend, with revenue of 425 million RMB in 2024, a growth rate slowing to 3.65%, and a net profit decline to 53.3 million RMB [2][6]. - In the first half of 2025, the company reported a revenue of 178 million RMB, a year-on-year decrease of 16.97%, and a net profit of 22.1 million RMB, down 25.82% year-on-year [2][6]. - The gross profit margin has significantly decreased from 60.1% in 2022 to 46% in 2024, although it rebounded to 52.1% in the first half of 2025, still below previous levels [2][6]. Financial Data - Revenue increased from 264.7 million RMB in 2022 to 424.6 million RMB in 2024, but the growth rate has slowed considerably [3][6]. - The net profit for the same period was 59.8 million RMB in 2022, 73 million RMB in 2023, and dropped to 53.2 million RMB in 2024, indicating a decline in profitability despite revenue growth [3][6]. - Cash flow from operating activities turned negative in 2024 at -34.57 million RMB and worsened to -42.45 million RMB in the first half of 2025 [7]. Client Structure and Asset Quality - The company has a low and variable customer concentration, which may indicate insufficient customer loyalty, as the top five customers changed significantly over the reporting period [8]. - Accounts receivable increased from 44.68 million RMB in 2022 to 176 million RMB in the first half of 2025, with the turnover days rising from 43 to 176 days, indicating slower cash collection [8].

Core Viewpoint - Nanjing Haina Pharmaceutical Technology Co., Ltd. (Haina Pharmaceutical) has submitted its IPO application to the Hong Kong Stock Exchange, following the termination of a major asset restructuring plan with Chengdu Xian Dao in June 2025, which was aimed at acquiring approximately 65% of Haina Pharmaceutical's shares [1][6]. Group 1: IPO Details - Haina Pharmaceutical's IPO application is sponsored exclusively by China International Capital Corporation (CICC) [1]. - The company previously attempted to go public on the A-share Growth Enterprise Market, with an initial fundraising target of 850 million yuan, but withdrew its application in June 2024 after receiving inquiries from the Shenzhen Stock Exchange [1][6]. - The funds from the current IPO are intended for research and development activities, capacity expansion, quality control enhancement, and general corporate purposes [1][2]. Group 2: Business Overview - Established in 2001, Haina Pharmaceutical is an integrated pharmaceutical research and manufacturing company that provides Contract Research Organization (CRO) and Contract Manufacturing Organization (CMO) services [2]. - The company ranks second in China for the total number of approved clinical trials and marketing licenses among domestic CXO service providers [2]. - Haina Pharmaceutical's revenue primarily comes from CXO services, with revenue contributions of 65%, 69.1%, 87.8%, and 78.2% during the reporting periods from 2022 to the first half of 2025 [2]. Group 3: Financial Performance - The company's revenue for the reporting periods was 265 million yuan, 410 million yuan, 425 million yuan, and 178 million yuan, with net profits of 59.77 million yuan, 73.01 million yuan, 53.30 million yuan, and 22.08 million yuan respectively [3]. - In 2024, Haina Pharmaceutical experienced a revenue growth of 3.65% but a net profit decline of 27%, indicating a situation of "increased revenue without increased profit" [3]. - The company's gross margin decreased from 60.1% in 2022 to 46% in 2024, before recovering to 52.1% in the first half of 2025 [3]. Group 4: Client Dynamics - The company has seen significant changes in its top five clients over the reporting periods, with only Client A remaining consistent [4][5]. - The largest single client has changed twice within a span of three and a half years, indicating potential volatility in client relationships [5]. Group 5: Cash Flow and Receivables - Haina Pharmaceutical's net cash flow from operating activities was positive in 2022 and 2023 but turned negative in 2024, with net cash flows of 76.55 million yuan, 113 million yuan, -34.57 million yuan, and -42.45 million yuan [5]. - The company has experienced an increase in accounts receivable and corresponding turnover days, with accounts receivable reaching 171 million yuan and turnover days extending to 111 days by 2024 [5].

Core Viewpoint - Nanjing Haina Pharmaceutical Technology Co., Ltd. (referred to as "Haina Pharmaceutical") is making another attempt to enter the capital market by submitting a listing application to the Hong Kong Stock Exchange (HKEX) after previously failing to go public on the ChiNext board and attempting a merger with Chengdu Xian Dao [1][6] Group 1: Company Overview - Haina Pharmaceutical is an integrated pharmaceutical research and manufacturing company that provides CXO services and has proprietary product pipelines primarily commercialized through technology transfer [1] - The company ranks second in China for the total number of approved clinical trials and market licenses during the reporting period [1] Group 2: Financial Performance - In the first half of this year, Haina Pharmaceutical experienced a decline in both revenue and net profit, with revenue of 178 million yuan and net profit of 22.08 million yuan, compared to 214 million yuan and 29.76 million yuan in the same period last year [3] - The company's cash flow from operating activities has been negative since last year, with net cash flow of approximately -34.57 million yuan in 2023 and -42.45 million yuan in the first half of this year [3] Group 3: Market Strategy - The funds raised from the HKEX listing are intended to support R&D activities, expand production capacity, enhance quality control, and for general corporate purposes [2] - The HKEX is seen as a favorable platform for Haina Pharmaceutical due to its market inclusivity, international investor base, and standardized approval processes [2] Group 4: Challenges and Future Directions - Haina Pharmaceutical needs to enhance its competitiveness by focusing on R&D innovation, optimizing cost control, diversifying its business, and improving cash flow management [4][5] - The company has made multiple attempts to enter the capital market, including a previous IPO application on the ChiNext board and a failed merger with Chengdu Xian Dao [6]

Core Viewpoint - Nanjing Haina Pharmaceutical Technology Co., Ltd. (referred to as "Haina Pharmaceutical") is attempting to enter the capital market by submitting an application to the Hong Kong Stock Exchange (HKEX) after previous unsuccessful attempts, facing declining revenue and net profit in the first half of the year [1][2][9]. Group 1: Company Overview - Haina Pharmaceutical is an integrated pharmaceutical research and manufacturing company that provides CXO services and has proprietary product pipelines, primarily commercialized through technology transfer [2]. - The company ranks second in China for the total number of approved clinical trials and market licenses during the reporting period [2]. Group 2: Financial Performance - In the first half of the year, Haina Pharmaceutical reported revenue of 178 million yuan and a net profit of 22.08 million yuan, down from 214 million yuan and 29.76 million yuan in the same period last year [7]. - The company's revenue and net profit have shown fluctuations from 2022 to 2024, with revenues of 265 million yuan, 410 million yuan, and 425 million yuan, and net profits of 59.77 million yuan, 73.02 million yuan, and 53.30 million yuan respectively [6][8]. Group 3: Market Strategy - Haina Pharmaceutical aims to use the funds raised from the HKEX listing to support research and development activities, expand production capacity, enhance quality control, and for general corporate purposes [2]. - The company has faced multiple challenges in its attempts to enter the capital market, including withdrawing its IPO application from the ChiNext and an unsuccessful acquisition attempt by Chengdu Xian Dao [9]. Group 4: Industry Insights - The HKEX offers advantages for companies like Haina Pharmaceutical, including flexible listing requirements, high international capital participation, and convenient refinancing mechanisms [3][5]. - The approval process at HKEX is more standardized and predictable, providing a more efficient financing channel for companies in need of funds [3].

Group 1 - Nanjing Healthnice Pharmaceutical Technology Co., Ltd. has submitted an application for listing on the Hong Kong Stock Exchange, with CICC acting as the sole sponsor [1] - The company is an integrated pharmaceutical research and manufacturing entity that provides CXO services and has proprietary product pipelines, primarily commercialized through technology transfer [1] - According to a report by Frost & Sullivan, Healthnice ranks second among CXO service providers in China in terms of approved clinical trials and market approvals during the reporting period [1]

Group 1 - Nanjing Healthnice Pharmaceutical Technology Co., Ltd. has submitted its listing application to the Hong Kong Stock Exchange, with CICC acting as the sole sponsor [1] - The company integrates pharmaceutical research and manufacturing, providing CXO services and has proprietary product pipelines that are commercialized mainly through technology transfer [1] - According to Frost & Sullivan, Healthnice ranks second among CXO service providers in China in terms of the number of clinical trial and market approval applications submitted during the reporting period [1]

Core Viewpoint - The healthcare industry is recognized as a strategic emerging industry in China, facing financing challenges due to long R&D cycles and high investment requirements, prompting Beijing Zhongguancun Bank to develop specialized financial services to support innovation in this sector [1][2][3]. Industry Overview - The healthcare sector is experiencing unprecedented growth driven by factors such as an aging population, increased health awareness, and technological breakthroughs. The Beijing Municipal Government aims for the pharmaceutical and healthcare industry to reach a total scale of 1.25 trillion yuan by 2026 [2]. - The average R&D cycle for innovative drugs is 5-8 years, requiring investments of hundreds of millions to billions of yuan, with a success rate of less than 10%. High-end medical devices also face lengthy commercialization processes, leading to significant financing challenges for companies [2][3]. Company Strategy - Beijing Zhongguancun Bank has focused on the healthcare sector since its establishment in 2017, creating a comprehensive service system to address financing pain points and support industry upgrades [1][4]. - The bank has developed a specialized team with backgrounds in medicine, pharmacy, and bioengineering to enhance credit assessment and review processes [4][5]. Financial Solutions - The bank has introduced innovative financial products tailored to the healthcare sector, such as a "Technology R&D Loan" with a maximum term of 5 years and a "Warrant Loan" that combines debt financing with equity options to mitigate risks [8]. - A proprietary evaluation model has been developed, incorporating AI technology to assess healthcare companies based on their pipeline value, financing health, competitive landscape, and commercialization prospects [7][8]. Ecosystem Development - The bank aims to transform from a mere fund provider to a long-term partner for healthcare companies by building a "financial + ecosystem" service model, collaborating with various stakeholders including investment institutions, hospitals, and research institutions [9][10]. - The bank has supported over 300 healthcare companies in Beijing, with more than 200 receiving credit support totaling nearly 5 billion yuan, with 30% being first-time borrowers [5][10].