Guosen Securities Co., Ltd.
Report on the Compliance Review of the Issuance Process and Subscriber Qualifications for Specific Object Share Issuance by Shutaipharm (Beijing) Biopharmaceutical Co., Ltd.
Following the approval from the China Securities Regulatory Commission (CSRC) in its "Approval on the Registration of Shutaipharm (Beijing) Biopharmaceutical Co., Ltd.'s Specific Object Share Issuance" (Securities Regulatory Permit (2026) No. 1155), Shutaipharm (Beijing) Biopharmaceutical Co., Ltd. (hereinafter referred to as "Shutaipharm," "the Issuer," or "the Company") is permitted to issue RMB ordinary shares (A shares) to specific objects (hereinafter referred to as the "Current Issuance"). Guosen Securities Co., Ltd. (hereinafter referred to as "Guosen Securities" or "the Sponsor (Lead Underwriter)") acted as the sponsor and lead underwriter for Shutaipharm's Current Issuance. Guosen Securities has reviewed the compliance of the issuance process and the qualifications of the subscribers for the Company's Current Issuance. It is concluded that the issuance process and the subscribers for Shutaipharm's Current Issuance comply with the requirements of the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Administrative Measures for Securities Issuance and Underwriting," the "Administrative Measures for Securities Issuance Registration of Listed Companies," and the "Implementation Rules for Securities Issuance and Underwriting Business of Shenzhen Stock Exchange Listed Companies," as well as the requirements of the resolutions of Shutaipharm's Board of Directors and Shareholders' Meeting regarding the Current Issuance, and the "Issuance Plan for Specific Object Share Issuance by Shutaipharm (Beijing) Biopharmaceutical Co., Ltd." filed with the Shenzhen Stock Exchange (hereinafter referred to as the "SZSE"). This is in the best interests of Shutaipharm and all its shareholders. The details are as follows:
I. Issuance Overview
(I) Type and Par Value of Shares Issued
The shares issued in this offering are domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
(II) Issuance Price
The pricing benchmark date for this issuance is the first day of the offering period, which is July 1, 2026. The issuance price for this specific object issuance shall not be less than the average trading price of the Company's shares for the 20 trading days prior to the pricing benchmark date (Average trading price for the 20 trading days prior to the pricing benchmark date = Total trading value of shares in the 20 trading days prior to the pricing benchmark date / Total trading volume of shares in the 20 trading days prior to the pricing benchmark date), at 80% of this average price. The floor price for this issuance is RMB 17.82 per share.
The issuer's legal counsel has witnessed the entire process of investor subscription invitations and quotation submissions. Based on the investors' subscription quotations, and in strict accordance with the procedures and rules for determining the issuance price, issuance objects, and allocation of shares as stipulated in the "Invitation to Subscribe for Specific Object Share Issuance by Shutaipharm (Beijing) Biopharmaceutical Co., Ltd." (hereinafter referred to as the "Subscription Invitation"), the issuance price for this offering has been determined to be RMB 19.71 per share. This represents a ratio of 110.61% to the floor price and is not less than 80% of the average trading price of the Company's shares for the 20 trading days prior to the pricing benchmark date.
The determination of the issuance price for this offering complies with the relevant regulations of the CSRC and the SZSE, and is consistent with the issuance plan for this offering approved by the Company's Shareholders' Meeting.
(III) Number of Shares Issued