智通财经APP获悉，近日，中国证监会发布《境外发行上市备案补充材料要求(2025年12月29日—2026 年1月4日)》。中国证监会国际司共对13家企业出具补充材料要求，其中，要求蔓迪国际补充说明关于 搭建离岸架构及返程并购的合规性等事项。据港交所11月20日披露，蔓迪国际递表港交所主板，华泰国 际为其独家保荐人。 二、请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。 五、请就你公司境内运营实体经营范围及实际业务是否涉及限制或禁止外商投资领域出具明确结论性意 见。 证监会请蔓迪国际补充说明以下事项，请律师核查并出具明确的法律意见： 招股书显示，蔓迪国际是中国领先的专业消费医药公司，致力于开发并提供全面和长期的皮肤健康及体 重管理解决方案。公司主要专注于更广泛的皮肤健康行业中的头发健康领域，并在此领域确立了领导地 位。 一、关于搭建离岸架构及返程并购的合规性，请说明：(1)你公司搭建离岸架构和返程投资涉及的外汇 管理、境外投资、外商投资、税务管理等监管程序具体履行情况，并说明是否符合当时有效监管规定的 结论性意见；(2)你公司取得境内运营实体股权的定价依据、支 ...

Core Viewpoint - Mandi Inc., a leading company in China's hair loss treatment sector, has submitted its prospectus to the Hong Kong Stock Exchange for an IPO, attracting significant market attention. However, multiple hidden risks related to product structure, R&D capabilities, and financial health may hinder its sustainable growth post-listing and affect market valuation [1]. Group 1: Company Overview - Mandi Inc. is a leading consumer pharmaceutical company in China, focusing on skin health and weight management solutions, particularly in the hair health sector. The company's flagship product, the Mandi® series of minoxidil hair loss treatment products, has ranked first in retail sales for ten consecutive years, holding approximately 57% and 71% market shares in the hair loss and minoxidil markets, respectively, as of 2024 [2]. Group 2: Financial Performance - The company has shown revenue and net profit growth in recent years, with revenues of RMB 980 million, RMB 1.23 billion, and RMB 1.45 billion projected for 2022-2024, representing a compound annual growth rate (CAGR) of 21.7%. Net profits are expected to reach RMB 200 million, RMB 340 million, and RMB 390 million during the same period, with a CAGR of 39.1% [3][4]. - In the first half of 2025, revenue further increased to RMB 743 million, a year-on-year growth of 20.2%, while net profit reached RMB 170 million, up 64% year-on-year [3]. Group 3: Product Dependency and Risks - Mandi Inc.'s revenue structure is heavily reliant on minoxidil hair loss treatment products, with sales from the Mandi® series accounting for 91.7%, 92.3%, 92.1%, and 92.4% of total sales from 2022 to the first half of 2025, indicating a lack of diversification in its product matrix [4]. - The company's gross margin has declined from 82.7% in 2024 to 81.1% in the first half of 2025, while net margin decreased from 26.8% to 23.4%, reflecting increased market competition and cost pressures [5][10]. Group 4: R&D and Competitive Landscape - R&D investment has significantly decreased, with only RMB 19.5 million spent in the first half of 2025, a 67% drop from RMB 59.8 million in the same period of 2024. This reduction poses a risk to the development of new products in acne treatment and weight management, where competition is intensifying [7]. - The company faces competition from major players in the acne and weight management sectors, which may hinder the progress of its new product pipelines [7]. Group 5: Liquidity and Financial Health - Mandi Inc. declared a substantial dividend of RMB 770 million in the first half of 2025, exceeding the total dividends paid in the previous three years, leading to a significant decline in liquidity ratios. The current ratio fell from 4.3 at the end of 2024 to 1.0, indicating heightened short-term debt repayment risks [9]. - As of June 30, 2025, the company's net liquid assets were only RMB 400,000, a drastic reduction from RMB 595 million at the end of 2024, with RMB 670 million in dividends still payable against a cash balance of RMB 110 million [9]. Group 6: Inventory Management - The company's inventory has been on the rise, reaching RMB 70 million, RMB 110 million, RMB 120 million, and RMB 140 million from 2022 to the first half of 2025, while inventory turnover days have increased, indicating a slowdown in sales and potential inventory devaluation risks [10].

Core Insights - Company Mandee is a leading professional consumer pharmaceutical company in China, focusing on skin health and weight management solutions, particularly in the hair health sector, where it has established a market leadership position [1] - Mandee's flagship product, the Mandee® series minoxidil hair loss treatment, has ranked first in the Chinese hair loss drug market and minoxidil drug market for ten consecutive years since 2014, with market shares of approximately 57% and 71% respectively in 2024 [1] - The company aims to expand its product offerings and enhance its research and development capabilities through the funds raised in its IPO, targeting digital operations, marketing, and general corporate purposes [1] Financial Performance - In 2024, the company achieved a revenue of 1.455 billion yuan, a year-on-year increase of 18.49%, and a net profit attributable to shareholders of 390 million yuan, up 14.54% [2] - For the first half of 2025, the company reported a revenue of 743 million yuan, a growth of 20.2%, and a net profit of 174 million yuan, which is a significant increase of 64.1% [2] - The net cash flow from operating activities for 2024 was 327 million yuan, reflecting a growth of 1.41%, while for the first half of 2025, it surged to 154 million yuan, marking a 200.68% increase [2][6] Asset Changes - As of June 2025, the company's accounts receivable decreased by 7.46%, while inventory increased by 22.39%, and cash and cash equivalents rose by 24.38% [10] - The changes in these assets indicate a shift in the company's asset composition, with cash becoming a larger proportion of total assets [10] Liability Changes - As of June 2025, other payables (including interest and dividends) increased by 842.78%, significantly impacting the total asset ratio by 45.36 percentage points [13] - Conversely, tax payables decreased by 56.67%, while accounts payable rose by 33.86%, indicating a mixed trend in the company's liabilities [13]

Group 1 - Shanghai Stock Exchange's Sci-Tech Innovation Board had 1 company listed, while Shenzhen Stock Exchange's ChiNext had 1 company listed during November 18-24 [2] - Hengkun New Materials focuses on key materials for integrated circuits, achieving a first-day stock price increase of 310.61%, closing at 50.54 CNY per share, a 237.16% increase from the issue price of 14.99 CNY, with a total market value of approximately 22.7 billion CNY [2] - Nanwang Digital provides digital construction solutions for the power energy sector, with a first-day stock price increase of 224.78%, closing at 20.51 CNY per share, a 260.46% increase from the issue price of 5.69 CNY, with a total market value of approximately 65.2 billion CNY [2] Group 2 - Two companies passed the listing committee review on the Shanghai Stock Exchange's Sci-Tech Innovation Board, while no companies were reviewed on the Shenzhen Stock Exchange during November 18-24 [3] - Zhenshi Co., Ltd. specializes in fiber-reinforced materials for clean energy applications, providing innovative solutions across various industries [3] - Easy Vision focuses on machine vision equipment for automotive manufacturing, providing solutions for various manufacturing processes [4] Group 3 - One company submitted a listing application on the Shanghai Stock Exchange's Sci-Tech Innovation Board, while one company submitted an application on the Shenzhen Stock Exchange's ChiNext during November 18-24 [4] - Beidou Institute specializes in satellite navigation and aerospace control technologies, with an IPO application accepted on November 21, aiming to raise 709 million CNY for product upgrades and research projects [5] - Financial projections for Beidou Institute show revenues of 243 million CNY, 285 million CNY, and 325 million CNY from 2022 to 2024, with net profits of approximately 76.18 million CNY, 81.71 million CNY, and 82.94 million CNY respectively [6] Group 4 - Green Bio focuses on the research, production, and sales of fragrance products, with an IPO application accepted on November 21, aiming to raise 690 million CNY for production projects and R&D upgrades [10] - Financial projections for Green Bio show revenues of 631 million CNY, 735 million CNY, and 961 million CNY from 2022 to 2024, with net profits of approximately 68.14 million CNY, 92.92 million CNY, and 150 million CNY respectively [11] Group 5 - Hong Kong Stock Exchange had 1 company listed during November 18-24 [13] - Innovation Industry focuses on aluminum industry chain, with a first-day stock price increase of 32.76%, closing at 14.59 HKD per share, with a total market value of approximately 29.2 billion HKD [14] Group 6 - Six companies passed the hearing on the Hong Kong Stock Exchange's main board during November 17-24 [18] - Notable companies include Yujian Xiaomian, a Chinese noodle restaurant operator, and Jinyan High-tech, specializing in coal series kaolin [19][20] Group 7 - Several companies submitted listing applications on the Hong Kong Stock Exchange during November 17-24, including Kanop, Dongshan Precision, and NobiKan [25][31][34] - Kanop focuses on industrial robots and aims to enhance R&D capabilities and expand market presence [31] - Dongshan Precision is a leading global PCB supplier, with plans to upgrade production facilities and repay debts [34] Group 8 - NobiKan specializes in AI and digital twin technologies, with a focus on transportation and energy sectors [39] - Financial projections for NobiKan show revenues of 253 million CNY, 362 million CNY, and 403 million CNY from 2022 to 2024, with net profits of approximately 6.3 million CNY, 8.9 million CNY, and 11.5 million CNY respectively [40] Group 9 - Mandi International focuses on skin health and weight management solutions, with a strong market presence in hair loss treatment products [44] - Financial projections for Mandi International show revenues of 982 million CNY, 1.23 billion CNY, and 1.46 billion CNY from 2022 to 2024, with net profits of approximately 202 million CNY, 341 million CNY, and 390 million CNY respectively [45] Group 10 - Lingyi Intelligent Manufacturing aims to provide comprehensive intelligent manufacturing services, with a focus on AI hardware [47] - Financial projections for Lingyi show revenues of 34.5 billion CNY, 34.2 billion CNY, and 44.3 billion CNY from 2022 to 2024, with net profits of approximately 1.56 billion CNY, 2.01 billion CNY, and 1.76 billion CNY respectively [48] Group 11 - Hailan Home aims to optimize sales channels and enhance brand image through its IPO, with a strong market position in men's apparel [51] - Financial projections for Hailan show revenues of 17.9 billion CNY, 20.8 billion CNY, and 20.2 billion CNY from 2022 to 2024, with net profits of approximately 2.06 billion CNY, 2.92 billion CNY, and 2.19 billion CNY respectively [53]

Group 1: Mandu International - Mandu International submitted its prospectus to the Hong Kong Stock Exchange on November 20, aiming for a main board listing, with Huatai International as the sole sponsor [3] - The company launched China's first 5% minoxidil solution in 2001, addressing the consumer medical demand for hair loss treatment, and has since developed various formulations to cater to different genders and scenarios [3] - Mandu's flagship product, the Mandu® series of minoxidil hair loss treatment products, has ranked first in the Chinese hair loss drug market for ten consecutive years, holding approximately 57% and 71% market shares in the hair loss drug and minoxidil drug markets respectively in 2024 [4] - Revenue figures for Mandu International from 2022 to 2024 are projected at 982 million yuan, 1.228 billion yuan, and 1.455 billion yuan, with a compound annual growth rate (CAGR) of 21.7% [4] - Net profit for the same period is expected to be 202 million yuan, 341 million yuan, and 390 million yuan, with net profit margins of 20.5%, 27.8%, and 26.8% respectively [4] Group 2: Haiwei Electronics - Haiwei Electronics began its IPO process, with subscription open until November 25, and plans to list on the Hong Kong Stock Exchange under the stock code "9609" on November 28, 2025 [6] - The company plans to issue 30,831,400 H-shares, with 3,083,200 shares available for public offering in Hong Kong and 27,748,200 shares for international offering, having secured cornerstone investment exceeding 218 million HKD [6] - Haiwei Electronics is the second-largest manufacturer of capacitor films in China, holding a market share of 10.9% based on revenue from capacitor base films in 2024 [6][7] - The capacitor base film market in China is projected to grow at a CAGR of 19.7%, increasing from 46,200 tons in 2019 to 113,400 tons in 2024, with further growth expected to reach 224,100 tons by 2029 [7] - Haiwei Electronics is the only major manufacturer in China with the capability to design and develop its own capacitor base film production lines, offering a range of film thicknesses from 2.7 to 13.8 microns [7][8]

Core Viewpoint - The company, 3SBio, plans to spin off its subsidiary Mandi International for an independent listing on the Hong Kong Stock Exchange, with the goal of enhancing shareholder value and allowing investors to focus on the distinct value of Mandi International [1][10]. Group 1: Company Overview - Mandi International specializes in the hair health sector within the skin health industry, leading the market in hair loss treatment products [3]. - The company has a strong market presence, with its Minoxidil-based products holding a market share of 57% and 71% in the hair loss medication market for 2024 [4]. Group 2: Financial Performance - Mandi International's revenue is heavily reliant on its flagship product, contributing over 90% of total revenue from 2022 to 2024, with the 5% Minoxidil solution accounting for 91.3%, 91.6%, and 68.8% of the product series revenue in those years [5][6]. - Sales revenue for the 5% Minoxidil solution is projected to decline from approximately 1.11 billion RMB in 2023 to about 991 million RMB in 2024, indicating a significant drop [6][7]. - Total revenue growth rates for Mandi International are showing signs of fatigue, with 2023 and 2024 growth rates at 25.1% and 18.5%, respectively, and a 20.2% growth rate for the first half of 2024 [7]. Group 3: Market Challenges - The company faces challenges with a decreasing number of distributors, which has dropped from 173 in 2022 to 106 in 2024, impacting sales generated through distributors [8][9]. - The introduction of a second-generation product, the 5% Minoxidil foam, has shown promising growth, with sales reaching 283 million RMB in the first half of 2024, up from 65 million RMB in the same period the previous year [7]. Group 4: Spin-off Details - The spin-off of Mandi International is expected to allow existing shareholders to retain their interests in both Mandi International and 3SBio's remaining business operations, enhancing clarity in valuation for investors [10]. - This is not the first spin-off for 3SBio, as it previously spun off 3SBio Guojian for a listing on the STAR Market in 2020, which has since seen significant stock price appreciation [11][15].

Group 1: Recent IPOs - Zhongwei Co., a new energy materials company, officially listed on the Hong Kong Stock Exchange, raising approximately HKD 3.544 billion by offering about 104 million shares [1] - Jiansu, a supply chain management service provider, submitted an IPO application to the SEC for a Nasdaq listing, focusing on the plastic and chemical industries in China [2] - Defeng Technology, an independent AIoT provider, filed for an IPO on the Hong Kong Stock Exchange, specializing in energy and manufacturing sectors [3] - Kanop, an industrial robotics company, applied for an IPO on the Hong Kong Stock Exchange, ranking first among Chinese welding robot manufacturers [4] - NobiKan, an AI company, refiled for an IPO on the Hong Kong Stock Exchange after previous applications lapsed, focusing on AI and digital twin technologies [5] - Dongshan Precision, a PCB supplier for edge AI devices, submitted an IPO application to the Hong Kong Stock Exchange, aiming to become a leading supplier in the sector [6] - Mandi International, a consumer healthcare company, filed for an IPO on the Hong Kong Stock Exchange, leading the market in hair health products [7] - Lingyi Intelligent Manufacturing, an AI hardware platform, applied for an IPO on the Hong Kong Stock Exchange, ranking first in high-precision components for AI terminal devices [8] Group 2: Upcoming IPOs - Quantitative Platform is set to launch its IPO from November 19 to November 24, aiming to raise approximately HKD 131 million [9] - Haiwei Electronics plans to conduct its IPO from November 20 to November 25, targeting to raise around HKD 440 million [10] Group 3: Recent Hearings - Yujian Xiaomian, a modern Chinese noodle brand, passed the listing hearing on the Hong Kong Stock Exchange, operating 440 restaurants in mainland China and 11 in Hong Kong [11] - Jinyan High-tech, a kaolin company, also passed the listing hearing, focusing on the production of calcined kaolin products [12] - Naxin Micro, a provider of analog chips, passed the listing hearing, specializing in automotive electronics and consumer electronics [13] - Lemo, a smart massage service provider, passed the listing hearing, leading the market in smart massage services in mainland China [14] Group 4: Market Developments - The Singapore Exchange and Nasdaq announced a collaboration to simplify dual listings, aiming to launch a "Global Listing Board" by mid-2026 [15]

Company Overview - Mandi International has submitted an application to list on the Hong Kong Stock Exchange, with Huatai International as its sole sponsor. The company is a leading professional consumer pharmaceutical company in China, focusing on comprehensive and long-term solutions for skin health and weight management [1] - Mandi International has established a leading position in the hair health sector within the broader skin health industry [1] Product and Market Position - Mandi's flagship product, the Mandi® series of minoxidil-based hair loss treatment products, has ranked first in the Chinese hair loss medication market for ten consecutive years since 2014, with market shares of approximately 57% and 71% in the hair loss and minoxidil markets, respectively, in 2024 [3] - The products are sold in over 2,000 medical institutions and approximately 190,000 retail pharmacies across China, covering over 90% of the top 100 chain pharmacies [3] - Mandi International has established an O2O model through leading instant retail platforms, enhancing product accessibility and convenience for consumers [3] Research and Development - To strengthen its leading position in hair health, Mandi International is expanding its pipeline, including the development of a 5% minoxidil foam in Europe, expected to submit for market approval in 2026 [3] - The company has initiated a clinical project focused on female androgenetic alopecia, with a Phase III trial expected to begin in December 2024 [3] - Mandi International is also developing 2% and 5% minoxidil solutions and plans to advance the clinical development of M2506, a monoclonal antibody targeting prolactin receptors [4] Financial Performance - The company's revenue for the fiscal years 2022, 2023, and 2024, as well as for the six months ending June 30, 2025, are approximately RMB 982 million, RMB 1.228 billion, RMB 1.455 billion, and RMB 743 million, respectively [6] - The net profit for the same periods is approximately RMB 202 million, RMB 341 million, RMB 390 million, and RMB 174 million, respectively [7] - The gross profit margin for 2022, 2023, 2024, and the six months ending June 30, 2025, is 80.3%, 82.0%, 82.7%, and 81.1%, respectively [9] Industry Overview - The skin health market in China has grown rapidly from RMB 53.7 billion in 2018 to an estimated RMB 142.5 billion in 2024, with a compound annual growth rate (CAGR) of 17.7% [10] - The number of hair loss patients in China is projected to reach 339 million in 2024, up from 271 million in 2018, with a CAGR of 3.8% [12] - The minoxidil market in China is expected to grow from RMB 200 million in 2018 to RMB 2.8 billion in 2024, with a CAGR of 50.9% [13] - The obesity drug market in China is also expanding, projected to grow from RMB 800 million in 2018 to RMB 2.3 billion in 2024, with a CAGR of 20.7% [15]

Core Insights - Mandee International has submitted its application to list on the Hong Kong Stock Exchange, with Huatai International as its sole sponsor [1] - The company is recognized as a leading professional consumer pharmaceutical company in China, focusing on skin health and weight management solutions [1] - Mandee International has established a leading position in the hair health sector within the broader skin health industry [1] Market Position - According to Zhi Shi Consulting, Mandee's flagship product, the Mandee® series minoxidil hair loss treatment, has ranked first in the Chinese hair loss medication market and the minoxidil drug market for ten consecutive years since 2014 [1] - The market shares for these two segments in 2024 are projected to be approximately 57% and 71%, respectively [1] Product Launch - In March 2025, Mandee International will launch the Mandee® anti-hair loss shampoo, which is the first shampoo in China to include the anti-hair loss ingredient Unodial [1] - The product achieved over 500,000 bottles in sales within the first six months of its launch, redefining the domestic anti-hair loss and hair care market landscape [1]