Guolian Minsheng Securities Underwriting and Sponsoring Co., Ltd.’s on-site inspection report on the 2025 continuous supervision work of Borui Biopharmaceutical (Suzhou) Co., Ltd.
Guolian Minsheng Securities Underwriting and Sponsoring Co., Ltd.
About Borui Biopharmaceutical (Suzhou) Co., Ltd.
2025 Continuous Supervision Work Site Inspection Report
Shanghai Stock Exchange:
Guolian Minsheng Securities Underwriting and Sponsoring Co., Ltd. (hereinafter referred to as the "Sponsor"), as the sponsor of Borui Biopharmaceutical (Suzhou) Co., Ltd. (hereinafter referred to as "Bori Pharmaceuticals" or the "Company"), issuance of convertible corporate bonds to unspecified objects and issuance of stocks to specific objects through simplified procedures. No. - Standardized Operations", "Regulations on the Supervision of Funds Raised by Listed Companies" and other relevant laws, regulations and normative documents, an on-site inspection was carried out on the company. The on-site inspection report is now as follows:
1. Basic situation of this on-site inspection
(1) Sponsoring institution
Guolian Minsheng Securities Underwriting and Sponsoring Co., Ltd.
(2) Sponsor representative
Huang Danqing, Shao Hang
(3) On-site inspection time
December 22, 2025 - December 23, 2025
(4) On-site inspection personnel
Huang Danqing, Zhang Yanan
(5) On-site inspection content
Corporate governance and internal control; information disclosure; the company's independence and capital transactions with controlling shareholders, actual controllers and other related parties; use of raised funds; related transactions, external guarantees, and major external investments; operating conditions; and other matters that the sponsor believes should be inspected on-site.
(6) On-site inspection methods
l. Conduct interviews with some directors, senior managers and other relevant personnel of the company;
Check the company’s main production and business locations;
Review the company’s current and effective documents on corporate governance and internal control systems;
Review the documents of previous board of directors and board of supervisory meetings held by the company during the period of continuous supervision;
Review the company’s information disclosure documents during the ongoing supervision period;
Check the company's fund-raising ledger, fund-raising account bank statement and other information during the period of continuous supervision, and verify the specific implementation status of the company's fund-raising investment projects.
2. Opinions expressed item by item on on-site inspection matters
(1) Corporate governance and internal control
The on-site inspectors reviewed the company's articles of association, the rules of procedure of the shareholders' meeting, the board of directors and the board of supervisors and other internal control systems of Borui Pharmaceuticals, as well as the meeting materials of the shareholders' meeting, the board of directors, the board of supervisors and special committees from 2025 to the present, and focused on whether the procedures for holding the above meetings were legal and compliant.
During this period of continuous supervision, in accordance with the relevant provisions of laws, regulations and normative documents such as the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), "Guidelines on the Articles of Association of Listed Companies", and in light of the actual situation of the company, the company has canceled the Board of Supervisors and accordingly abolished the "Rules of Procedure of the Board of Supervisors". The provisions of the company's various rules and regulations involving the Board of Supervisors and Supervisors no longer apply, and the Audit Committee of the Board of Directors will assume the powers of the Board of Supervisors stipulated in the "Company Law".
The sponsor believes:
As of the date of this on-site inspection, the company has formulated the "Articles of Association", "Rules of Procedure for Shareholders' Meetings", "Rules of Procedure for Board of Directors" and other rules and regulations in accordance with the "Company Law", "Securities Law of the People's Republic of China" and other normative documents, which provide a code of conduct for the company's standardized operations. The company has established and improved the shareholders' meeting, board of directors, special committees of the board of directors and other systems in accordance with the law, and established a relatively complete corporate governance structure. The "Articles of Association", "Rules of Procedure for Shareholders' Meetings", "Rules of Procedure for Board of Directors", etc. have been implemented. The company's directors, senior managers and other relevant personnel can perform their duties in accordance with the requirements of relevant laws and regulations and the relevant business rules of the Shanghai Stock Exchange. The corporate governance mechanism has played an effective role. Various internal control systems formulated by the company are legal, reasonable, and effectively implemented.
(2) Information disclosure
The on-site inspectors reviewed meeting documents of the company’s board of directors and special committees of the board of directors, such as meeting notices, meeting minutes, opinions expressed by independent directors and supporting documents for relevant information disclosures, etc., compared and analyzed them with relevant publicly disclosed information, and further learned about the information disclosure situation from the company’s board secretary. The sponsor believes:
As of the date of this on-site inspection, Borui Pharmaceuticals has strictly complied with the relevant regulations on information disclosure and fulfilled its information disclosure obligations truly, accurately and completely. There are no false records, misleading statements or major omissions in the information disclosure.
(3) The company’s independence and financial transactions with controlling shareholders, actual controllers and other related parties
The on-site inspectors reviewed the meeting materials of the company’s board of directors and special committees of the board of directors, the transactions and financial transactions between the company and its controlling shareholders, actual controllers and other related parties, and interviewed the company’s senior managers and financial directors.
The sponsor believes:
As of the date of this on-site inspection, Borui Pharmaceutical's assets are intact, its personnel, institutions, businesses and finances remain independent. There is no situation where the controlling shareholder, actual controller or other related parties have illegally occupied the company's funds and harmed the company's interests.
(4) Usage of raised funds
The company has deposited the raised funds in a special account and signed a tripartite supervision agreement for the raised funds with the sponsor institution and the commercial bank where the raised funds are deposited. After reviewing the meeting minutes, announcements and other information related to the use of raised funds.
The sponsor believes:
As of the date of this on-site inspection, Borui Pharmaceuticals has not violated the terms of the tripartite supervision agreement. During the use of raised funds, Borui Pharmaceuticals has formulated and implemented an internal management system for the use of raised funds. The use of raised funds complies with relevant laws and regulations, and there is no illegal use of raised funds.
(5) Related transactions, external guarantees and major external investments
After reviewing the company's articles of association, internal management systems and business contracts, and conducting interviews with relevant personnel, the company's related transactions, external guarantees, and major external investments were verified.
The sponsor believes:
As of the date of this on-site inspection, Borui Pharmaceuticals has no illegal related transactions, external guarantees or major external investments, and there is no harm to the interests of small and medium-sized shareholders.
(6) Business conditions
On-site inspectors checked the company's operating status by reviewing the company's relevant financial information, major contracts, financial reports of listed companies in the same industry, and interviewing relevant company personnel.
The sponsor believes:
The company's business model has not undergone major changes, and important business sites are operating normally; the market prospects of the main business and the industry operating environment have not undergone major adverse changes; the company's operation and management are in good condition.
(7) Other matters that the sponsor believes should be inspected on site
None.
3. Matters and suggestions for the attention of listed companies
None.
- Whether the company has any matters that should be reported to the China Securities Regulatory Commission and the Shanghai Stock Exchange as stipulated in the "Sponsorship Measures" and the relevant rules of the Shanghai Stock Exchange.
This on-site inspection did not find that Borui Pharmaceuticals had any matters that should be reported to the China Securities Regulatory Commission and the Shanghai Stock Exchange in accordance with the "Sponsorship Measures" and the relevant rules of the Shanghai Stock Exchange.
5. Cooperation between listed companies and other intermediaries
During this on-site inspection, the company provided active cooperation.
This on-site inspection was conducted independently by the sponsor, and no other intermediary agencies were arranged to cooperate.
6. Conclusion of this on-site inspection
In accordance with the requirements stipulated in the "Sponsorship Measures" and the relevant rules of the Shanghai Stock Exchange, the sponsor diligently and conscientiously performed its continuous supervision responsibilities for Borui Pharmaceuticals. After this on-site inspection, the sponsoring agency believes that:
Since January 2025, the operations of Borui Pharmaceuticals in important aspects such as corporate governance and internal control, information disclosure, company independence, use of raised funds, related transactions, external guarantees and major external investments have all complied with the relevant requirements of the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and other documents, and its operating conditions are good.
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