中泰证券股份有限公司 关于辰欣药业股份有限公司 部分募投项目剩余尾款永久补充流动资金的核查意见 中泰证券股份有限公司（以下简称"中泰证券"或"保荐机构"）作为辰欣 药业股份有限公司（以下简称"辰欣药业"或"公司"）首次公开发行股票并上 市的保荐机构，根据《证券发行上市保荐业务管理办法》《上海证券交易所股票 上市规则（2025 年 4 月修订）》 《上市公司募集资金监管规则》和《上海证券交易 所上市公司自律监管指引第 1 号——规范运作（2025 年 5 月修订）》等有关规定 等法律法规的要求，履行了持续督导义务，对辰欣药业本次拟将部分募投项目剩 余尾款永久补充流动资金事项进行了核查，核查情况及核查意见如下： 一、本次公开发行股票募集资金的基本情况 （一）募集资金的基本情况 经中国证券监督管理委员会证监许可[2017]1660 号文核准，公司向社会公开 发行人民币普通股（A 股）股票 10,000 万股，每股面值 1.00 元人民币，发行价 格 11.66 元/股。本次发行募集资金总额为人民币 1,166,000,000.00 元，扣除保荐 及承销费等相关发行费人民币 55,653,163.21 元，实际募集资 ...

Core Points - The company, Hainan Shuangcheng Pharmaceutical Co., Ltd., has received a renewed Drug Production License from the Hainan Provincial Drug Administration, ensuring its continued operations [1][2][3] - The previous license was set to expire on November 5, 2025, and the new license is valid until August 7, 2030 [1] - The company specializes in the production of small-volume injectables, lyophilized powder injections, raw materials, and large-volume injectables [1] Company Information - Company Name: Hainan Shuangcheng Pharmaceutical Co., Ltd. [1] - Registered Address: No. 16, Xingguo Road, Xiuying District, Haikou City [1] - Legal Representative: Wang Chengdong [1] - Quality Responsible Person: Li Yuan [1] - License Number: Qiong 20150028 [1] - Daily Supervision Management Agency: Hainan Provincial Drug Administration [1] License Details - The new Drug Production License was issued due to the impending expiration of the previous license [1] - The renewal of the license is expected to have no significant impact on the company's production and operations [1]

Group 1 - The company announced a change of registered address for its wholly-owned subsidiary, Hunan Sailong Pharmaceutical Co., Ltd., due to operational development needs [1] - The new registered address is located at the Economic and Technological Development Zone in Wangcheng, Changsha City, Hunan Province [1] - The company has completed the relevant industrial and commercial registration procedures and obtained a new business license approved by the Wangcheng Economic and Technological Development Zone Management Committee [1] Group 2 - Hunan Sailong Pharmaceutical Co., Ltd. is a limited liability company with a registered capital of 28 million yuan [1] - The company was established on April 13, 2007, and its legal representative is Long Zhixiang [1] - The business scope includes the production and sales of various pharmaceutical products, including sterile raw materials and medical devices, as well as research and development activities [1]

General Information - Chongqing Pharscin Pharmaceutical Co., Ltd. was established as a joint-stock company in accordance with the Company Law of the People's Republic of China [2] - The company was registered with the Chongqing Market Supervision Administration and obtained its business license on September 22, 2017, with a registered capital of RMB 417.596314 million [2][3] - The company issued 40.06 million shares to the public and was listed on the Shenzhen Stock Exchange on October 20, 2017 [2][3] Company Structure - The company is a permanent joint-stock company, with the chairman serving as the legal representative [3] - The legal representative's civil activities conducted on behalf of the company will have legal consequences for the company [3] - Shareholders are liable for the company's debts only to the extent of their subscribed shares, while the company is liable for its debts with all its assets [3] Management and Governance - Senior management includes the general manager, deputy general managers, financial officer, and board secretary [4] - The company has established a party organization in accordance with the Communist Party of China regulations, which plays a leading role in governance [4] Business Objectives and Scope - The company's business objective is to promote national medicine and provide quality healthcare products [4] - The business scope includes the production of various pharmaceutical forms, including injections, tablets, and traditional Chinese medicine, as well as related consulting and technology transfer services [4][5] Share Issuance and Capital Management - The company issues shares in the form of stocks, adhering to principles of openness, fairness, and justice [6] - The total number of shares issued at the establishment was 300 million, with a par value of RMB 1 per share [6] - The company has a total of 417.596314 million shares issued, all of which are ordinary shares [6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, voting, and participation in company governance [12] - Shareholders must comply with laws and the company's articles of association, and they are liable for their subscribed capital [40] - The company has provisions for shareholders to request the convening of a general meeting under certain conditions [52][57] Corporate Governance and Decision-Making - The general meeting of shareholders is the company's authority, responsible for electing directors and approving major corporate actions [46] - The company must hold an annual general meeting within six months after the end of the fiscal year [51] - Decisions regarding significant transactions and capital changes require shareholder approval [47][50] Financial Management and Investment - The company is required to disclose financial information and adhere to regulations regarding financial assistance and investments [21][49] - The company can engage in financial investments within approved limits and must disclose significant financial activities [48][49]

Core Insights - The company reported a revenue of 1.132 billion yuan in 2024, a decrease of 4.58% year-on-year, and a net profit attributable to shareholders of 58.68 million yuan, down 20.35% year-on-year [1][2] - The company's net profit excluding non-recurring items saw a significant increase of 73.85%, reaching 53.23 million yuan [1][2] - Basic earnings per share decreased to 0.19 yuan, down 20.83% from the previous year [2] Financial Performance - Revenue for 2024 was 1,132,476,522.09 yuan, compared to 1,186,786,001.40 yuan in 2023, reflecting a decline of 4.58% [2] - Net profit attributable to shareholders was 58,675,175.44 yuan, down from 73,663,110.90 yuan, a decrease of 20.35% [2] - The net profit after excluding non-recurring items was 53,233,408.45 yuan, a substantial increase from 30,619,980.53 yuan, marking a growth of 73.85% [2] - Operating cash flow was 30,687,788.46 yuan, down 14.02% from the previous year [2] - Total assets at the end of 2024 were 3.80 billion yuan, a 10.38% increase from 3.44 billion yuan in 2023 [2] Business Segments - The pharmaceutical segment generated 989 million yuan in revenue, a decline of 13.48%, accounting for 87.34% of total revenue, facing pressure from centralized procurement policies [3] - The veterinary medicine segment saw a dramatic increase in revenue to 75.20 million yuan, up 740.79%, driven by the launch of the Lingbao veterinary project and increased demand in the animal health market [3] - The functional food sector grew by 170%, and the cosmetics sector grew by 100%, emerging as new growth areas for the company [3] Research and Development - The company invested 1.22 billion yuan in R&D in 2024, representing 10.78% of total revenue, with a capitalization rate of 13.83% [3] - Ongoing projects include the development of new drugs such as Nimodipine tablets and Asenapine sublingual tablets, with three new patents granted, bringing the total to 137 patents focused on the nervous and cardiovascular systems [3]

辰欣药业股份有限公司 CISEN PHARMACEUTICAL CO., LTD. （济宁高新区同济科技工业园） 首次公开发行股票招股说明书 （申报稿） 保荐机构（主承销商） （山东省济南市经七路 86 号） 辰欣药业股份有限公司招股说明书（申报稿） 辰欣药业股份有限公司招股说明书（申报稿） 发行价，或者上市后 6 个月期末收盘价低于发行价，持有公司 股票的锁定期限自动延长 6 个月；如遇除权、除息事项，上述 发行价作相应调整。 4、乾鼎投资、昆吾九鼎、东阳昊润、龙邦贸易、智仕九鼎、 宝寿九鼎、兴贤九鼎、盛世九鼎、卓兴九鼎及赵白雪等 21 名自 然人股东承诺：自公司股票上市之日起十二个月内不转让或者 委托他人管理其本次发行前已持有的发行人股份，也不由发行 人回购其持有的股份。 5、本次发行前间接持有公司股份的董事、监事或高级管理 人员韩延振、郝留山、卢秀莲、刘霁、张祥林、李峰、樊月玲、 张斌承诺：自公司股票上市之日起三十六个月内，不转让或者 委托他人管理其本次发行前间接持有的公司股份，也不由发行 人回购其间接持有的股份。间接所持股票在锁定期满后两年内 减持的，减持价格不低于发行价；公司上市后 6 个月内如公司 ...