Verification opinions of CITIC Securities Co., Ltd. on the postponement of investment projects with part of the raised funds of Guangdong Marumi Biotechnology Co., Ltd.
CITIC Securities Co., Ltd.
About Guangdong Marumi Biotechnology Co., Ltd.
Verification Opinions on the Delay of Investment Projects with Partial Raised Funds
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities"), as the sponsor of the initial public offering of Guangdong Marubi Biotechnology Co., Ltd. (hereinafter referred to as "Marubi Biotechnology" or the "Company"), in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Measures for the Administration of Sponsorship Business for Securities Issuance and Listing, the Supervisory Rules for Fund Raising by Listed Companies, the Shanghai Stock Exchange Stock Listing Rules, and the Shanghai Stock Exchange's Self-Regulatory Supervision Guidelines for Listed Companies No. No. 1 - Standardized Operations" and other relevant regulations, a prudent review was conducted on the postponement of some investment projects with raised funds from Marubi Biotech. The review status and review opinions are as follows:
1. Basic situation of raised funds
(1) Actual amount of funds raised and time of fund arrival
Approved by the China Securities Regulatory Commission's "Reply on the Approval of the Initial Public Offering of Stocks by Guangdong Marubi Biotechnology Co., Ltd." (CSRC License [2019] No. 917), and with the consent of the Shanghai Stock Exchange, Marubi Biotech issued 41 million RMB common shares (A shares) for the first time at an issue price of RMB 20.54 per share. A total of RMB 842.14 million was raised, and the net amount of funds raised after deducting various issuance expenses of RMB 52.138 million was RMB 790.02 million. The above-mentioned receipt of funds raised has been verified by Guangdong Genzhong Zhujiang Accounting Firm (Special General Partnership), and a Capital Verification Report No. [2019] G16044670870 was issued on July 22, 2019. The above-mentioned raised funds are currently deposited in the company's special account for raised funds approved by the company's board of directors.
(2) Usage of raised funds
As of June 30, 2026, the company's raised funds projects have used a total of 591.3132 million yuan of raised funds, and the balance of unused raised funds is 198.6888 million yuan (excluding financial management income and interest income). Unit: RMB 10,000 Project Investment Raised Funds Already Invested and Raised Remaining Raised Projects with Changes in Raised Funds
Total Total investment Capital Capital Situation Cosmetics intelligent manufacturing factory construction project 34,440.60 25,026.35 24,907.57 118.78 -
Project investment Raised funds Already invested and raised Remaining raised Changes in raised funds projects
Total Total Investment Fund Funding Situation
This marketing upgrade and operation headquarters construction 47,129.15 42,278.12 29,002.72 13,275.40
Delayed digital operation center construction project 8,865.00 8,865.00 2,390.30 6,474.70 - Information network platform project 2,830.73 2,830.73 2,830.73 - Note
Total 93,265.48 79,000.20 59,131.32 19,868.88 -
Note: The "Information Network Platform Project" has been completed.
(3) Changes and adjustments to the relevant fundraising projects
The company held the sixth meeting of the fourth board of directors and the second extraordinary general meeting of shareholders in 2021 on August 26, 2021 and September 19, 2021, respectively, and reviewed and approved the "Proposal on Changing Part of the Investment Projects of Raised Funds and Using the Raised Funds to Increase Capital in Subsidiaries to Implement Raised Investment Projects", and agreed that the company will use all the funds in the special account of the original raised funds investment projects "Marketing Network Construction Project" and "Smart Retail Terminal Construction Project" to be used for "Marketing Upgrade and Operation Headquarters Construction Project".
The company held the 13th meeting of the fourth board of directors and the first extraordinary general meeting of shareholders in 2023 on August 24, 2023 and September 12, 2023, and reviewed and approved the "Proposal on Changing the Investment Project of Part of the Raised Funds", agreeing that the company will close the "Information Network Platform Project" and no longer invest in the project. At the same time, all remaining raised funds, interest, and financial management income will be changed, adjusted, and additionally invested in the "Marketing Upgrade and Operation Headquarters Construction Project."
The company held the second meeting of the fifth board of directors on August 22, 2024, and reviewed and approved the "Proposal on the Extension of Partially Raised Funds Investment Projects" and agreed that the company would extend the scheduled usable status date of the "Marketing Upgrade and Operation Headquarters Construction Project" to September 2026.
2. Basic situation and postponement of this fundraising project
(1) Basic information on the investment projects
The postponed investment project "Marketing Upgrade and Operation Headquarters Construction Project" is scheduled to be ready for use in September 2026. It will be implemented by the company's wholly-owned subsidiary Guangzhou Hemei Industrial Co., Ltd. It plans to build a unified office space, optimize the office environment, give full play to the centralized management effect of the headquarters, and improve the company's overall operational efficiency. At the same time, we will build and upgrade seven parts: the new marketing center, e-commerce center, brand display and experience center, brand innovation center, user research center, creative design center, and brand live broadcast center. With users as the core and new marketing thinking as the guide, we will upgrade the marketing system, broaden the marketing boundary, increase effective investment in brand promotion, strengthen user penetration and precise contact, strengthen e-commerce capabilities, expand categories and brand matrix, enhance the company's operational coordination capabilities and management capabilities, enhance product competitiveness and brand influence, and build a healthy brand development ecological environment.
The planned amount of raised funds invested in this project is 422.7812 million yuan. As of June 30, 2026, the amount of raised funds invested was 290.0272 million yuan.
(2) Delay of this fundraising project
After careful study, the company has adjusted the scheduled usable time of the "marketing upgrade and operation headquarters construction project" based on the current fundraising projects and the company's actual situation, as long as the fundraising projects and the use of raised funds do not change, as follows:
The project has reached the scheduled usable status The project has reached the scheduled usable status Project name
Date (before adjustment) Date (after adjustment)
Marketing upgrade and operation headquarters construction project September 2026 September 2028
The above-mentioned adjusted time for the project to reach its intended usable state is an estimate made by the company based on comprehensive consideration of various factors. If the actual construction time changes, the company will promptly perform relevant procedures and make an announcement. The company will continue to do a good job in the construction and information disclosure of investment projects with raised funds to ensure that investment projects with raised funds achieve investment effectiveness.
(3) Reasons for the postponement of this fundraising project
At present, the basic office area of the project headquarters has been put into normal use, and the daily core office needs are guaranteed. However, the final delivery of the project as a whole has not been completed. First, the overall contract of the project has not yet completed the full process settlement, and some sub-projects are still in the final stage pending acceptance. The final project cost of the project has not yet been approved by the builder and the construction party. The joint verification confirmed that according to the project contract and financial compliance control requirements, the corresponding settlement balance is temporarily not eligible for payment; secondly, the customized decoration project of some floors involved in the project is still progressing in an orderly manner. The company will dynamically optimize the rhythm of the decoration process based on actual business needs to avoid ineffective investment and waste of resources. The above situation is a regular compliance link in the whole process of project construction. The overall project period needs to be reasonably postponed, which not only strictly guarantees the financial compliance of the whole process and the integrity of the project data, but also ensures that the decoration quality and functional layout of each department floor match the long-term use needs of the centralized management of the headquarters, and builds a more solid hardware foundation for the implementation of the seven brand function centers.
This extension only involves the adjustment of the project completion time and does not change the implementation entity, total investment, construction content and use of raised funds of the investment project. The company will strictly abide by relevant regulations and requirements, continue to strengthen the management and control of the entire process of raising funds, make prudent decisions, and ensure the standardized, safe and efficient use of raised funds. The company will continue to track the implementation progress of fundraising projects and changes in the external environment, coordinate the allocation of internal and external resources, supervise the use of raised funds and prevent and control risks on a regular basis, and promote the subsequent construction and implementation of fundraising projects in an orderly manner.
(4) Re-evaluation of investment projects
Based on the principle of prudence, the company re-evaluated the necessity and feasibility of the "marketing upgrade and operation headquarters construction project" in combination with the actual progress of the project, changes in the internal and external environment and industry development trends. After demonstration, the project extension has not changed the project construction content, total investment, implementation entities, etc., and the continued implementation of the project is still necessary and feasible.
- Necessity of project construction
At present, my country's cosmetics industry has evolved from a relatively extensive "quantitative expansion" in the early stage to a "qualitative improvement" of high quality and strong brands. Consumer demands are becoming increasingly diversified and refined, forcing product innovation cycles to be shortened and value experiences to be upgraded. Against this background, the company's "Marketing Upgrading and Operation Headquarters Construction Project" has implemented seven core functional sections: new marketing center, e-commerce center, brand display and experience center, brand innovation center, user research center, creative design center, and brand live broadcast center by creating a centralized and unified modern operation hub. The project focuses on building a marketing and operational infrastructure that supports the company's long-term sustainable development, systematically strengthening integrated collaborative management and control capabilities, and comprehensively improving overall operational efficiency and refined management levels. With users as the core and new marketing thinking as the guide, we will build a systematic and professional new marketing operation ecosystem, open up the entire process of business innovation, brand full-link operations, and brand value construction, and form a complete process from user demand insights, functional product development, omni-channel sales to user services. Experience the implementation of the business closed loop, upgrade the company's overall operation and coordination capabilities, deepen the understanding of consumers and service capabilities, speed up the market response rhythm, broaden the market boundaries, more efficiently convey the brand's core concepts, accumulate user assets, and steadily consolidate the long-term brand value and competitive barriers.
- Feasibility of project implementation
(1) The project is in line with national policies and industry development trends
Under the in-depth guidance of the national strategy of "expanding domestic demand and strengthening technology", China's beauty industry has entered the fast lane of high-quality development. The State Food and Drug Administration's "Opinions on Deepening the Reform of Cosmetics Supervision and Promoting High-Quality Development of the Industry" (SFDA [2025] No. 18) and other special policies have been accurately implemented, empowering the whole chain from the green channel for new raw material registration, standardizing efficacy claims, and cultivating industrial clusters, clarifying the development path for my country to leap from a "big cosmetics manufacturing country" to a "powerful cosmetics manufacturing country." According to authoritative data from the China Fragrances, Flavors and Cosmetics Industry Association, the market share of domestic beauty brands has climbed to 57.37% in 2025, achieving a systematic overtaking of foreign brands. At present, the rise of domestic products, the integration of all-region channels, and the deep cultivation of segmented tracks have become the core main lines of industrial development. Industry concentration has steadily increased. "Quality, technology, and compliance" have become the mainstream trend. Irrational traffic competition will gradually fade away, and high-quality resources will gather in technological innovation enterprises with core technical barriers. The continued release of policy dividends, the continued optimization of the industrial structure, and the continued tilt of consumer attitudes towards domestic products have jointly built the structural growth momentum of the beauty market. Superimposed on the refinement and personalized evolution of consumer demands, the development of new raw materials, breakthroughs in functional technology, the establishment of a differentiated product matrix, innovation in marketing and operation models, and brand value construction, etc., are jointly outlining a new picture of high-quality development of the Chinese beauty industry.
(2) The company has solid implementation capabilities for focused marketing upgrades
The company has been deeply involved in the cosmetics industry for more than 20 years. Its brands focus on functional skin care and makeup such as anti-wrinkle and lightening lines, and accurately cover the needs of people of different ages and consumption preferences with differentiated brand positioning. It has established a good reputation and high brand awareness in the market. The company has built a three-dimensional sales network covering offline daily chemical stores, department store counters, beauty salons and online Tmall, Douyin and other multi-channel collaborative development, and has accumulated rich practical experience in channel operations, brand management and new media marketing. The company regards "biotechnology" as its core strategy and has established a seven-in-one full-link R&D and innovation system of "basic research - raw material development - raw material production - formula research - production intelligence - testing and evaluation - scientific communication". By focusing on key core technologies, deepening industry-university-research collaboration, and strengthening intellectual property layout, it has accumulated fruitful results in raw material innovation, product development, and industry standard leadership. Up to now, the company has developed nearly 100 types of raw materials, with a total of about 3,000 formulas, obtained a total of 399 authorized patents (including 283 authorized invention patents), led or participated in the formulation of 102 standards, and published a total of 65 papers (including 25 included in SCI). The company firmly implements the concept of "technology is the primary productive force" and continues to build a strong technological moat. In addition, the company has built an efficient and collaborative independent production and supply chain management system, using digitalization to drive agile and flexible production and circulation, providing stable and strong production support and supply chain guarantee for the sustainable development of the business. More than 20 years of brand accumulation, hard-core R&D, stable supply chain base, omni-channel sales network and mature operational experience have laid a good foundation for the efficient and coordinated implementation of the seven operation centers of this project.
- Estimated income of the project
The "Marketing Upgrade and Operation Headquarters Construction Project" does not generate direct economic benefits, but has a significant promotion effect on the company's sales business, enhances the company's marketing capabilities, strongly supports the continued growth of the company's business, lays a solid foundation for the company's steady and orderly development, and greatly improves the company's overall competitiveness.
- Conclusion of re-argument
After re-evaluation, the company believes that the "marketing upgrade and operation headquarters construction project" is in line with the company's long-term development strategy and industry trends. The necessity and feasibility of project investment have not changed significantly, and the company will continue to implement the above projects. At the same time, the company will pay close attention to relevant environmental changes and make timely arrangements for the investment of raised funds.
3. The impact of the postponement of this fundraising project on the company
The company's postponement of some of the investment projects this time is based on careful consideration of the actual project and the company's situation. The extension of the project has not changed the content, total investment, and implementation entity of the project. The feasibility of project implementation has not changed significantly. It will not have a substantial impact on the implementation of the company's investment projects. There is no change or disguised change in the use of raised funds or damage to the interests of shareholders. The project delay will not have an adverse impact on the company's current normal production and operations, and will contribute to the company's overall business planning and long-term healthy development, and is in the interests of the company and all shareholders. The company will strengthen supervision of project implementation progress to ensure the smooth implementation of the project to improve the efficiency of the use of raised funds.
4. Decision-making procedures implemented by the company
According to the requirements of relevant laws and regulations such as the "Shanghai Stock Exchange Stock Listing Rules", "Shanghai Stock Exchange Self-Regulatory Supervision Guidelines for Listed Companies No. 1 - Standardized Operations", "Supervisory Rules for Raised Funds of Listed Companies" and other relevant laws and regulations, this postponement of the "Marketing Upgrade and Operation Headquarters Construction Project" does not involve related transactions and major asset restructuring. The company held the 17th meeting of the fifth board of directors on August 27, 2026 to review and unanimously pass the "Proposal on the Extension of Partially Raised Funds Investment Projects" without the need for review by the company's shareholders meeting.
5. Sponsor’s verification opinions
After verification, the sponsor believes that:
The postponement of some of the company's fundraising projects this time has been reviewed and approved at the 17th meeting of the company's fifth board of directors, and does not require review by the company's shareholders' meeting. It complies with the "Shanghai Stock Exchange Stock Listing Rules", "Shanghai Stock Exchange Self-Discipline Supervision Guidelines for Listed Companies No. 1 - Standardized Operations", "Supervisory Rules for Fund Raising by Listed Companies" and other relevant regulations. The company's decision to postpone some of the investment projects this time was based on objective and actual conditions, and did not change the content, total investment, implementation entity and construction scale of the investment projects. The sponsor has no objection to the postponement of some of the company's fundraising projects.
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