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。 三、请说明控股股东上层信托所涉相关合约及资管安排的主要内容，包括但不限于信托的具体方式、信 托管理权限、信托或资产管理费用、合同的期限及变更终止的条件、信托资产处理安排、合同签订的时 间及其他特别条款、导致实际控制人在上市公司中拥有权益的股份变动的时间及方式等；请结合信托契 约具体条款说明你公司实际控制人所涉信托各当事人权利义务安排，并说明所有信托受益人具体信息， 包括但不限于受益人、受益份额、与信托设立人的关系。 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。 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： 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 ...

来源：新浪证券 从全年业绩来看，蔓迪国际的营收、净利润均处于增长之中，但增速有所放缓。2022-2024年，公司营 业收入分别为9.8亿元、12.3亿元及14.5亿元，2023年、2024年分别同比增长25.08%、18.49%；年内溢利 分别为2.0亿元、3.4亿元及3.9亿元，2023年、2024年分别同比增长68.96%、14.54%。2025年上半年，公 司营收进一步增长至7.43亿元，同比增幅20.2%，净利润达1.7亿元，同比增长64%。 （资料来源：公司招股书） 另一方面，公司上市前夕大手笔分红7.7亿元，这一数额甚至超过了同期净利润，致使流动资产净额大 幅下降不足百万，但却募资补充营运资金。一边大手笔分红，一边上市募资，一边大砍研发开支，一边 募资提升研发能力，蔓迪国际的招股书似乎充满了"自相矛盾"。 超90%营收靠蔓迪产品系列 核心产品米诺地尔酊剂销售额下滑、分销商数量持续下降 出品：新浪财经上市公司研究院 作者：木 近日，蔓迪国际向港交所递交招股书，拟向港交所递交主板上市申请，华泰国际担任独家保荐人。近年 来，蔓迪国际随保持业绩双增，但公司经营上却仍存在一些问题不容忽视。如公司超90%营收 ...

炒股就看金麒麟分析师研报，权威，专业，及时，全面，助您挖掘潜力主题机会！ 出品：新浪财经上市公司研究院 除此之外，公司本次募资必要性也受到质疑，一方面，公司拟将募集资金用于增强早期研发能力、拓展 产品等，但是公司的研发收入却远不及营销开支，2025年上半年公司研发开支同比下降67.41%至0.195 亿元，销售开支却高达3.75亿元，销售费用率达50.4%。 另一方面，公司上市前夕大手笔分红7.7亿元，这一数额甚至超过了同期净利润，致使流动资产净额大 幅下降不足百万，但却募资补充营运资金。一边大手笔分红，一边上市募资，一边大砍研发开支，一边 募资提升研发能力，蔓迪国际的招股书似乎充满了"自相矛盾"。 超90%营收靠蔓迪产品系列 核心产品米诺地尔酊剂销售额下滑、分销商数量持续下降 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。蔓迪国际 的商业叙事建立在两个强大的基础之上：一个规模超过3亿人的庞大脱发人群市场，以及一款在该市场 占据绝对统治地位的产品。 据灼识谘询的资料，按零售额计，蔓迪 ...

Investment Rating - The report maintains an "Outperform" rating for the company, with a target price of RMB 47.84 [4][10][16]. Core Insights - The spin-off of Mandy International aligns with the interests of both 3SBio and Mandy International shareholders, allowing 3SBio to focus on innovative drug development while Mandy specializes in consumer healthcare products [1][4]. - The company is expected to see significant revenue growth, with forecasts of RMB 19.18 billion, RMB 11.90 billion, and RMB 14.05 billion for 2025-2027, respectively [8][16]. - Mandy International has established a leading position in the hair health sector, with flagship Minoxidil products holding approximately 57% and 71% market shares in the hair loss and Minoxidil markets in China for 2024 [4][16]. Financial Summary - Revenue projections for 2023A to 2027E are as follows: RMB 7.816 billion (2023A), RMB 9.108 billion (2024A), RMB 19.178 billion (2025E), RMB 11.895 billion (2026E), and RMB 14.051 billion (2027E), reflecting a CAGR of 21.7% from 2022 to 2024 [3][4][16]. - Net profit attributable to shareholders is forecasted to be RMB 1.549 billion (2023A), RMB 2.090 billion (2024A), RMB 10.214 billion (2025E), RMB 2.813 billion (2026E), and RMB 3.515 billion (2027E) [3][4][16]. - The company’s PE ratio is projected to be 11.75 (2023A), 7.07 (2024A), 7.25 (2025E), 26.33 (2026E), and 21.06 (2027E) [3][4]. Business Development - The spin-off is expected to enhance Mandy International's image among clients and partners, improving its position for business negotiations and attracting more opportunities [4][16]. - Mandy International is focused on developing blockbuster consumer medical products, with a strong emphasis on skin health and weight management solutions [4][16]. - The company has shown stable growth in past performance, with revenue figures of RMB 982 million, RMB 1.23 billion, and RMB 1.46 billion from 2022 to 2024, alongside high gross profit margins [4][16].

Core Viewpoint - The article highlights the growing market for men's grooming products, particularly focusing on the success of Minoxidil-based products from Mandi International, which is preparing for an IPO with a post-investment valuation of HKD 5.8 billion [1][2]. Company Overview - Mandi International, established in 1997, is a leading consumer pharmaceutical company in China, focusing on skin health and weight management solutions, particularly in the hair health sector [2][5]. - The company was spun off from Shenshan Pharmaceutical, which was founded in 1993 and became the first Chinese biopharmaceutical company listed on NASDAQ in 2007 [3][4]. Product Portfolio - Mandi International's product range includes the first-generation 5% Minoxidil solution, the second-generation 5% Minoxidil foam, and anti-hair loss shampoos [5][6]. - The flagship product, Mandi 5% Minoxidil foam, is the only approved domestic Minoxidil foam in China and has maintained a leading market position for ten consecutive years [6]. Market Performance - Mandi International's revenue for the years 2022 to 2025 shows a compound annual growth rate (CAGR) of 21.7%, with revenues of CNY 9.82 billion, CNY 12.28 billion, CNY 14.55 billion, and CNY 7.43 billion for the respective years [7]. - The net profit for the same period was CNY 2.02 billion, CNY 3.41 billion, CNY 3.90 billion, and CNY 1.74 billion, with net profit margins ranging from 20.5% to 27.8% [7]. Market Trends - The hair health management market in China is projected to grow from CNY 19.8 billion in 2018 to CNY 52.7 billion by 2024, with an expected CAGR of 11.3% from 2024 to 2035 [6]. - Approximately 339 million people in China suffer from hair loss, with over 60% of them being under 35 years old, indicating a significant market opportunity among the younger demographic [6]. Future Prospects - Mandi International is expanding its pipeline in skin health and weight management, with ongoing clinical trials for innovative products like Winlevi and Semaglutide [8].

Group 1: Strategy Research - The scale of insurance funds, wealth management, and pension funds in China exceeds 70 trillion, showing continuous growth with an asset allocation characterized by "fixed income as the base, equity gradually increasing" [2][4] - Insurance and social security funds heavily invest in A-shares, focusing on financial sectors while gradually increasing allocations in technology and growth areas [2][5] Group 2: Biopharmaceutical Research - The second batch of price negotiations under the US IRA has been announced, with the highest price reduction reaching 85%, effective from January 2027 [2][7] - The overall impact of the negotiations is limited as the negotiated products are close to patent cliffs [7][9] Group 3: Investment Characteristics - The asset scale of insurance funds, pension funds, and wealth management has surpassed 70 trillion, with insurance and wealth management each exceeding 30 trillion, accounting for over 80% of the total [5] - Fixed income remains the mainstay of asset allocation, with insurance funds favoring bonds and social security funds leaning towards equity investments [5][6] Group 4: A-Share Heavyweights - The core of A-share heavyweights is in the financial sector, but there is an increasing focus on growth attributes, particularly in technology and advanced manufacturing sectors [6][7] Group 5: Company Quarterly Reports - For Yaxiang Integration, the net profit attributable to shareholders increased by 40% in Q3 2025, with a gross margin improvement of 9 percentage points [16][17] - For Jin Yu Medical, operational efficiency has steadily improved, with significant cash flow enhancement despite a decline in revenue [24][25] Group 6: Industry Trends - The biopharmaceutical industry is facing challenges due to the impending patent cliffs, which may limit the impact of IRA negotiations on product sales [9][15] - The automotive industry, particularly GAC Group, is accelerating its electrification transformation and collaborating with Huawei to explore new growth avenues [28][29]

Group 1 - The core viewpoint of the report is that the spin-off of Mandi International from 3SBio is beneficial for both parties, allowing 3SBio to focus on innovative drug development while Mandi concentrates on consumer healthcare products [1] - The spin-off will enhance Mandi's image among customers, suppliers, and potential partners, improving its position for business negotiations and attracting more business [1][2] - Mandi International is recognized as a leading consumer pharmaceutical company in China, with a strong focus on skin health and weight management solutions [2] Group 2 - Mandi has established a leading position in the hair health sector within the skin health industry, with its flagship Minoxidil-based hair loss treatment products ranking first in the Chinese market for ten consecutive years [2] - Revenue projections for Mandi International from 2022 to 2024 are 982 million, 1.228 billion, and 1.455 billion yuan, respectively, with a CAGR of 21.7% [3] - Mandi's gross profit margins are expected to improve from 80.3% in 2022 to 82.7% in 2024, while net profit margins are projected to be 20.5%, 27.8%, and 26.8% for the same years [3]

Group 1 - The core viewpoint of the report is that the spin-off of Mandi International from 3SBio is beneficial for both companies, allowing 3SBio to focus on innovative drug development while Mandi specializes in consumer healthcare products [1] - The spin-off will enhance Mandi's image among customers, suppliers, and potential partners, improving its position for business negotiations and attracting more business [1] - The financial flexibility of both companies will increase, supporting sustainable growth through stable cash flow [1] Group 2 - Mandi International is recognized as a leading consumer pharmaceutical company in China, focusing on skin health and weight management solutions [2] - Mandi has established a leadership position in the hair health sector, with its flagship Minoxidil-based hair loss treatment products ranking first in the Chinese market for ten consecutive years, holding approximately 57% and 71% market shares in 2024 for hair loss and Minoxidil markets respectively [2] - The company is actively expanding into broader skin health and weight management areas to meet the growing consumer demand in China's rapidly developing consumer healthcare market [2] Group 3 - Mandi International has shown stable and rapid revenue growth from 2022 to 2024, with revenues of 982 million, 1.228 billion, and 1.455 billion yuan respectively, resulting in a CAGR of 21.7% [3] - The gross margins for the same period are projected to be 80.3%, 82.0%, and 82.7% [3] - Net profits are expected to increase from 202 million to 341 million and then to 390 million yuan, with net profit margins of 20.5%, 27.8%, and 26.8% respectively [3]

Core Viewpoint - Sanofi Pharmaceutical is set to become a star in the pharmaceutical sector by 2025, following its collaboration with Pfizer and the planned spin-off of its subsidiary, Mandi International, for independent listing, marking the potential emergence of a third listing platform within the "Sanofi System" [1][4]. Group 1: Company Developments - Mandi International, a Cayman Islands-registered company, focuses on consumer pharmaceuticals, particularly in skin health and weight management solutions, and is known for its flagship Minoxidil-based hair loss treatment products [5]. - The valuation of Mandi International has increased over nine times since its acquisition by Sanofi Pharmaceutical in 2015 for 528 million yuan [6][7]. - Mandi International's financial performance shows projected revenues of approximately 982 million yuan, 1.228 billion yuan, 1.455 billion yuan, and 743 million yuan for the years 2022 to 2025, with profit margins consistently above 80% [5]. Group 2: Market Strategy - The spin-off aims to allow for more accurate market valuation of Mandi International, isolating consumer healthcare market risks from Sanofi Pharmaceutical's core focus on innovative drugs and biopharmaceuticals [8]. - The spin-off will utilize a stock distribution and new global share issuance method, allowing existing shareholders to receive shares in Mandi International proportionate to their holdings [8]. Group 3: Historical Context - The "Sanofi System" has a clear capital structure, with Sanofi Pharmaceutical focusing on biopharmaceuticals, Sanofi Guojian on antibody drugs, and Mandi International on consumer healthcare, maximizing capital value across different market segments [11]. - The history of Sanofi Pharmaceutical includes its founding in 1993, its listing on NASDAQ in 2007, and its transition to the Hong Kong Stock Exchange in 2015, alongside strategic acquisitions that expanded its product offerings [9][10]. Group 4: Recent Performance - The stock prices of Sanofi Pharmaceutical and Sanofi Guojian have surged significantly this year, with Sanofi Pharmaceutical's stock increasing nearly fourfold, driven by a lucrative business development deal with Pfizer [13][15]. - The deal with Pfizer involves a $1.25 billion upfront payment for a dual-target antibody product, which has sparked a broader rally in the innovative drug sector [14][15].

Group 1 - Heptagon Pharma announced an update to its global strategic collaboration with AstraZeneca, focusing on the discovery and development of next-generation biotherapies, including antibody-drug conjugates (ADCs) and T-cell engagers (TCEs) [1] - AstraZeneca will nominate research projects to Heptagon Pharma annually for the next four years, granting them licensing options for these projects [1] - The collaboration reflects the strengthening partnership between Heptagon Pharma and AstraZeneca, highlighting the integration of Chinese biotech companies into the global pharmaceutical ecosystem [1] Group 2 - Prolog Pharma's subsidiary received a drug registration certificate for Cefdinir dry suspension, marking it as the first domestic generic drug approved under the consistency evaluation of quality and efficacy [2] - This approval allows Cefdinir to participate in national medical insurance negotiations, enhancing its market competitiveness [2] Group 3 - Sinovac's recombinant shingles vaccine has received clinical trial approval from the National Medical Products Administration, targeting individuals aged 40 and above [3] - The market for shingles vaccines in China is currently limited, with existing products facing low public willingness for vaccination [3] Group 4 - AstraZeneca announced a $2 billion investment to expand its manufacturing operations in Maryland, marking its fourth major manufacturing investment in the U.S. this year [4] - The company plans to invest $50 billion in the U.S. by 2030 to enhance its manufacturing and R&D capabilities, which is expected to create tens of thousands of jobs [4] Group 5 - Mandi International has submitted its application for listing on the Hong Kong Stock Exchange, focusing on skin health and weight management solutions, with its core brand being a hair loss treatment product [5] - Mandi has ranked first in the Chinese hair loss medication market for ten consecutive years, holding a market share of 57% in 2024 [5] - The company's revenue is highly dependent on a single product, making its IPO progress a point of interest for investors [5]