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Reply Report on the Audit Inquiry Letter Regarding the Application of ChemPartner Pharmatech Co., Ltd. for Issuance of Shares to Specific Targets

Chempartner Pharmatech Co., Ltd.··147 pages

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This report provides ChemPartner Pharmatech's formal response to the Shenzhen Stock Exchange's audit inquiry regarding its private placement of shares. The company addresses concerns over declining revenue, recent net losses, and significant asset impairments. It also clarifies management changes, including the appointment of a new controlling shareholder, and details recent corporate restructuring and investment activities.

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[Chart: ChemPartner logo]

Reply Report on the Audit Inquiry Letter Regarding the Application of ChemPartner Pharmatech Co., Ltd. for Issuance of Shares to Specific Targets

Sponsor (Lead Underwriter): CITIC Securities Company Limited

Address: North Tower, Excellence Times Plaza (Phase II), No. 8 Central Third Road, Futian District, Shenzhen, Guangdong Province

Date: June 2026

Shenzhen Stock Exchange:

We have received your "Audit Inquiry Letter Regarding the Application of ChemPartner Pharmatech Co., Ltd. for Issuance of Shares to Specific Targets" (Audit Letter [2025] No. 020051) (hereinafter referred to as the "Inquiry Letter"). ChemPartner Pharmatech Co., Ltd. (hereinafter referred to as "ChemPartner," "the Issuer," or "the Company"), in conjunction with CITIC Securities Co., Ltd. (hereinafter referred to as the "Sponsor"), Beijing Jingtian & Gongcheng Law Firm, and BDO China Shu Lun Pan Certified Public Accountants LLP, has implemented and responded to the questions raised in the Inquiry Letter one by one. Simultaneously, in accordance with the requirements, we have revised and supplemented the "ChemPartner Pharmatech Co., Ltd. 2024 Prospectus for Issuance of Shares to Specific Targets" (hereinafter referred to as the "Prospectus"). We hereby submit our response for your review.

Notes:

  1. Unless otherwise specified, the abbreviations used in this reply report have the same meanings as those in the Prospectus.

  2. The fonts used in this reply report represent the following meanings:

FontMeaning
BoldQuestions listed in the Inquiry Letter
SongtiResponses to the questions listed in the Inquiry Letter
KaitiCitations from the Prospectus
Bold KaitiRevisions and supplements to the Prospectus
  1. In this reply report, any discrepancies between the totals and the sums of the individual figures are due to rounding.

Table of Contents

Table of Contents................................................................................................................................2

Question 1.............................................................................................................................3

Question 2.........................................................................................................................115

Other Issues....................................................................................................................139

Question 1

According to the application materials, the Issuer's main business consists of chemical services, pharmacology and pharmacokinetics services, and large molecule services. Over the past three years, operating income has continued to decline, reaching 1,326.583 million yuan, 1,138.3658 million yuan, and 970.2048 million yuan, respectively. Among these, revenue from the chemical business segment was 362.0357 million yuan, 327.2355 million yuan, and 256.1948 million yuan, while revenue from the large molecule business segment was 253.232 million yuan, 206.4956 million yuan, and 157.5017 million yuan. The Issuer's net profit was 362.418 million yuan, -916.939 million yuan, and -226.5123 million yuan, respectively, shifting from profit to loss, primarily due to business segment adjustments and changes in the financing environment of the innovative drug market. From January to March 2025, the Issuer's operating income and net profit attributable to the parent company were 261.2613 million yuan and 6.6421 million yuan, respectively, a year-on-year increase of 11.37% and 126.09%. During the reporting period, the Issuer's gross profit margins were 26.59%, 25.91%, 22.00%, and 27.47%, with the gross profit margin of each business segment showing a downward trend.

During the reporting period, the Issuer's revenue was primarily derived from overseas, with the proportion exceeding 70% in each period. Overseas revenue was 934.5843 million yuan, 941.7186 million yuan, 805.6362 million yuan, and 211.337 million yuan, showing a fluctuating decline. During the reporting period, the gross profit margin of the Issuer's overseas business was 23.27%, 24.96%, 26.34%, and 32.51%; the gross profit margin of the Issuer's domestic business was 30.55%, 30.62%, -0.40%, and 6.00%, showing significant fluctuations, mainly due to severe losses in the large molecule CDMO business within the domestic business in 2024.

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