Verification Opinions of CITIC Securities Co., Ltd. on the Sub-project Adjustment of the Partially Raised Investment Project of Haichuang Pharmaceutical Co., Ltd.’s Initial Public Offering of Stocks
CITIC Securities Co., Ltd. About Haichuang Pharmaceutical Co., Ltd.
Verification opinions on adjustments to sub-projects of part of the initial public offering of stocks
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" and the "Sponsor"), as the sponsor of Haichuang Pharmaceutical Co., Ltd. (hereinafter referred to as "Hichuang Pharmaceutical" and the "Company"), in accordance with the "Measures for the Administration of Sponsorship Business for Securities Issuance and Listing", "Supervisory Rules for Fund Raising by Listed Companies", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and "Shanghai Stock Exchange Science and Technology Innovation Board Listed Companies Self-Regulatory Supervision Guidelines No. 1" No. - Standardized Operations" and other relevant regulations, the company's adjustments to some of the investment projects with raised funds (hereinafter referred to as "raised investment projects") have been verified. The details are as follows:
1. Basic situation of raised funds
According to the "Approval for the Registration of the Initial Public Offering of Haichuang Pharmaceutical Co., Ltd." issued by the China Securities Regulatory Commission on January 28, 2022 (CSRC License No. 2022) 250, and with the consent of the Shanghai Stock Exchange, the company publicly issued 24,760,000 RMB common A shares to the public at an issue price of RMB 42.92 per share and raised total funds of RMB 106,269.92. Ten thousand yuan, after deducting the issuance expenses (excluding value-added tax) of RMB 67.5859 million, the net amount of funds raised was RMB 995.1133 million. Deloitte Touche Tohmatsu Certified Public Accountants LLP (Special General Partnership) has verified the availability of the aforementioned funds and issued the Capital Verification Report No. 00173 of Deshibao (Yan) Zi (22) on April 7, 2022. After the raised funds arrive, the company will store and manage the above-mentioned raised funds in a special account in accordance with regulations, and sign a "Three-Party Supervision Agreement for the Special Account Storage of Raised Funds" with the sponsor and the supervisory bank of the special account for raised funds. For details, please refer to the "Announcement on the Initial Public Offering of Stocks of Haichuang Pharmaceutical Co., Ltd. on the Science and Technology Innovation Board" disclosed by the company on the website of the Shanghai Stock Exchange (www.sse.com.cn) on April 11, 2022.
2. Previous adjustments to fundraising projects and usage of raised funds
Since the net amount of funds raised in this issuance is lower than the amount of funds planned to be invested in the "Prospectus for the Initial Public Offering of Stocks and Listing on the Science and Technology Innovation Board of Haichuang Pharmaceutical Co., Ltd.", in order to ensure the smooth implementation of the investment projects with raised funds and improve the efficiency of the use of raised funds, combined with the actual situation of the company, in June 2022 The 23rd meeting of the first board of directors and the 13th meeting of the first board of supervisors were held on June 7, and the "Proposal on Adjusting the Amount of Raised Funds to be Invested in Investment Projects" was reviewed and approved, and the amount of raised funds to be invested in the investment projects was adjusted (hereinafter referred to as the "First Adjustment"). For details, please refer to the "Announcement on Adjusting the Amount of Raised Funds to be Invested in Investment Projects" issued by the company on June 8, 2022 (Announcement No.: 2022-010).
In order to speed up the company's drug research and development progress and improve the efficiency of the use of raised funds, the company held the fourth meeting of the second board of directors on April 12, 2024 and the third meeting of the second board of supervisors on May 10, 2024. The 2023 Annual General Meeting of Shareholders reviewed and approved the "Proposal on the Adjustment of Part of the Investment Projects Raised by the Initial Public Offering of Stocks", and agreed that the company would adjust the amount of funds planned to be invested in the "Innovative Drug Research and Development Project", some sub-projects and the "R&D Production Base Construction Project" (hereinafter referred to as the "Second Adjustment") for the initial public offering of shares. For details, please refer to the company's April 13, 2024 The "Announcement on Adjustments to Partial Investment Projects Raised by the Initial Public Offering of Stocks" (Announcement No.: 2024-013) was released on the same day.
Taking into account factors such as the progress of the implementation of the investment project partially raised by the initial public offering of shares, the company held the eighth meeting of the second board of directors and the seventh meeting of the second board of supervisors on January 3, 2025, and reviewed and approved the "Proposal on the Extension of the Project Partially Raised by the Initial Public Offering of Shares", agreeing that the company will adjust the date when the "R&D and Production Base Construction Project" reaches the scheduled usable state to December 31, 2025, and extend the implementation period of some sub-projects of the "Innovative Drug Research and Development Project" of the raised investment project to December 31, 2026. For details, please refer to the "Announcement on the Postponement of Partial Investment Projects Raised by the Initial Public Offering of Stocks" issued by the company on January 4, 2025 (Announcement No.: 2025-001).
Based on the changes in the current market environment and R&D strategic planning, the company held the 11th meeting of the second board of directors and the 10th meeting of the second board of supervisors on August 13, 2025, and held the first extraordinary shareholders meeting of 2025 on October 30, 2025. It reviewed and approved the "Proposal on Adjustments to the Sub-projects of Part of the Investment Projects Raised by the Initial Public Offering of Stocks", and agreed that the company would adjust some sub-projects of the "Innovative Drug Research and Development Project" of the initial public offering of stocks. For details, please refer to the "Announcement on Sub-project Adjustments for Partially Raised Investment Projects of Initial Public Offerings" issued by the company on August 14, 2025 (Announcement No.: 2025-035).
Taking into account factors such as the progress of the implementation of the project partially raised by the initial public offering of shares, the company held the 16th meeting of the second board of directors on December 24, 2025, and reviewed and approved the "Proposal on the Extension of the Project Partially Raised by the Initial Public Offering of Shares" and agreed that the company would adjust the date when the "R&D and Production Base Construction Project" reaches the scheduled usable state to December 31, 2026. For details, please refer to the company's announcement The "Announcement on the Postponement of Partial Investment Projects of the Initial Public Offering of Stocks" issued on December 25, 2025 (Announcement Number: 2025-056).
The adjusted use plan of raised funds and the cumulative raised funds invested as of June 30, 2026 (unaudited) are as follows:
Unit: 10,000 yuan of raised funds
First adjustment Second adjustment Cumulative order of cumulative raised funds invested Project name Planned investment before adjustment
The total investment of the project is planned to be invested in the raised funds (the raised funds are not invested in the project).
Fund Raising Fund Raising Audit) Degree (%) Research and Development
production base
1 62,483.10 62,483.10 25,205.88 20,205.88 20,887.46 103.37Construction projects
Head
Innovative drugs
2 R&D projects 142,912.78 142,912.78 57,651.47 62,651.47 51,732.04 82.57 projects
development reserve
3 45,000.00 45,000.00 16,653.98 16,653.98 17,105.86 102.71
Reserve funds
Total 250,395.88 250,395.88 99,511.33 99,511.33 89,725.36 /
Note: The cumulative amount of raised funds invested in R&D and production base construction projects and development reserve fund projects is greater than the amount of raised funds to be invested, and the excess is the interest income obtained from cash management of raised funds.
3. Details of adjustments to sub-projects of some of the investment projects this time
(1) The situation of the new innovative drug research and development project sub-project HP570
In order to further optimize the company's innovative drug pipeline layout and concentrate resources to promote the development of high-potential and high-certainty research varieties, the company plans to add the HP570 sub-project under the "Innovative Drug Research and Development Project". HP570 is an oral molecular glue degrader independently developed by the company that targets VAV1 (Vav Guanine Nucleotide Exchange Factor 1). VAV1 is mainly expressed in cells of the hematopoietic system and is a key regulatory protein in the T-cell receptor (TCR) and B-cell receptor (BCR) signaling pathways. It plays an important role in the development, activation and immune response of T cells and B cells. VAV1 has both guanine nucleotide exchange factor (GEF) activity and adapter protein function. It participates in regulating multiple downstream immune signaling pathways and affects lymphocyte proliferation, differentiation and effector functions. By inducing the selective degradation of VAV1 protein, HP570 is expected to simultaneously inhibit its GEF activity and adapter protein function, thereby achieving more comprehensive pathway regulation than simply inhibiting a single function. As a key signaling node for T/B cells, VAV1 has broad development potential in a variety of immune-mediated diseases. Based on its mechanism of action and preclinical research results, the VAV1 targeted degradation strategy is expected to be applied to a variety of T cell and/or B cell driven autoimmune and chronic inflammatory diseases. HP570 is currently in preparation for IND filing.
Preclinical studies have shown that HP570 can efficiently and selectively degrade VAV1 protein in vitro, significantly inhibit the activity of TCR/BCR-related signaling pathways, and exhibit excellent pharmacological activity. HP570 shows stronger degradation activity compared with molecules under investigation for the same target. Animal efficacy studies have further shown that HP570 exhibits good disease control effects in multiple immune-inflammatory models such as experimental autoimmune encephalomyelitis (EAE), T cell-driven inflammatory bowel disease (IBD), and collagen-induced arthritis (CIA), and achieves equivalent or better efficacy than control molecules at lower drug exposure levels.
Additionally, HP570 demonstrated favorable pharmacokinetic and safety profiles in preclinical studies. Animal study results show that HP570 has good oral exposure and bioavailability; it was generally well tolerated in preliminary toxicology studies in rats and cynomolgus monkeys, and no serious toxicity signals related to administration were found.
In summary, HP570 has a clear mechanism of action and positive preclinical efficacy, pharmacokinetics and safety research results. It is expected to have good clinical translation advantages and has the potential to be further developed into an innovative therapeutic drug for immune-mediated and chronic inflammatory diseases.
This new sub-project will not change the total investment amount, implementation entity and overall investment direction of the raised funds in the original raised investment project, and is an internal structural optimization under the same raised investment project.
HP570 is an innovative small molecule drug independently developed by the company. It has clear unmet clinical needs and good development prospects. It is highly synergistic with the company's existing technology platform and R&D system, and is in line with the company's long-term innovative drug research and development strategy. It can effectively improve the efficiency of the use of raised funds and enrich the company's pipeline echelon.
(2) The situation of HP518, a sub-project of the delayed fundraising project
HP518 is the first domestic oral AR PROTAC innovative drug to enter the clinical stage developed by the company based on its independent PROTAC technology platform. Currently, no drug with the same target has been approved for marketing at home and abroad, and it has a significant first-mover advantage. The company has completed phase I clinical trials in Australia and single-drug phase I/phase II clinical enrollment in China, and has obtained fast-track qualification for triple-negative breast cancer from the U.S. FDA. In order to match the actual clinical research and development pace of the project and ensure the scientificity and data integrity of clinical trials, the company plans to suspend the Chinese single-drug clinical trial of the HP518 sub-project of the raised investment project "Innovative Drug Research and Development Project" for metastatic castration-resistant prostate cancer (mCRPC) that has failed standard treatment, and optimize its development strategy, focusing on clinical trials of HP518 combined with anti-tumor drugs for the treatment of advanced prostate cancer. As of June 30, 2026, trials of HP518 for metastatic castration-resistant prostate cancer (mCRPC) that have failed standard treatments have used a total of 83.8836 million yuan in raised funds. Based on the above arrangements, the company plans to extend the use period of funds raised from the HP518 sub-project from December 31, 2026 to December 31, 2027. The overall project is expected to launch phase III clinical trials in 2029, and the development pace will be adjusted based on key trial results and review feedback.
After this extension and the addition of innovative drug research and development project sub-projects, the remaining funds raised from the innovative drug research and development project will continue to be used for HP518 combination drugs and HP570 follow-up preclinical and clinical research and development work.
(3) Suspended investment project sub-project HP537
Before this adjustment, the company's investment project "Innovative Drug Research and Development Project" sub-projects were HC-1119, HP518, and HP537. Among them, HC-1119 has been approved for marketing by the National Medical Products Administration in May 2025. Based on the current industry competition landscape, the comprehensive assessment of the R&D situation of the same drug and the commercialization prospects, in order to focus on the core advantage pipeline, optimize the allocation of raised funds, and improve the efficiency of fund use, the company has made an internal decision to suspend the follow-up research and development of the HP537 sub-project of the raised investment project "Innovative Drug Research and Development Project". HP537 is a small molecule anti-tumor drug independently developed by the company that targets p300/CBP (E1A-binding protein P300/CREB-binding protein, p300/CBP). As of June 30, 2026, HP537 has invested 17.5782 million yuan in raised funds.
(4) The company’s ongoing research projects
As of the disclosure date of this announcement, the company's core product deuterated enzalutamide soft capsule (HC-1119) for the treatment of prostate cancer has been approved by the State Food and Drug Administration for new drug marketing application and will be included in the National Medical Insurance List in December 2025. The company has in-depth layout in the fields of tumors, metabolic diseases, autoimmune diseases/chronic inflammation, etc., and has a number of products in the preclinical and clinical research stages.
4. Specific reasons for the adjustment of sub-projects of some of the fundraising projects this time
(1) Reasons for adding new sub-project HP570
This time, HP537 has suspended subsequent fund-raising investment and HP518 development strategy has been optimized, effectively releasing part of the idle fund-raising quota. In order to revitalize the raised funds, avoid idle funds, and maximize the efficiency of fund use, combined with the strategic layout of the company's protein degradation technology platform and pipeline echelon construction plan, the company has included the self-developed high-potential new drug project HP570 into the fundraising project system. This new addition is part of the optimization of the internal structure of the raised investment project, will not change the overall investment direction of the raised funds, and is in line with regulatory requirements and the company's long-term research and development strategy.
Advantages of technical experience: HP570 relies on the company's mature protein degradation R&D system (PROTAC + molecular glue platform). There is no need to build a new R&D platform. The expected R&D investment is controllable and the clinical transformation efficiency is higher, strengthening the core barriers of the company's protein degradation platform;
Improved pipeline echelon: The company's existing pipeline focuses on the fields of oncology (with Hainaan® and HP518 as the core), metabolism (HP515) and autoimmune/inflammatory diseases (HP570) to achieve a multi-track layout of tumor + metabolism + autoimmunity, disperse the risk of R&D failure in single track indication fields, and enrich product pipeline reserves;
Long-term commercial value: The patient base of autoimmune and chronic inflammatory diseases is huge, the long-term medication properties bring sustainable market space, and the target competition pattern is good. If it is successfully promoted to clinical and commercialization, it will bring long-term performance growth points to the company and safeguard the long-term interests of all shareholders.
(2) Reasons for delaying the investment sub-project HP518
In the early stage, the company simultaneously promoted two research and development routes of HP518 single drug and combined anti-tumor drugs for the treatment of advanced prostate cancer. Compared with a single drug that can only cover patients with AR subtype mutations, HP518 combination drug can widely cover clinically advanced prostate cancer patient groups, including both the advanced patient group for first-line treatment and the patient group with AR mutation resistance, which is in line with the continued growth of clinical needs of domestic prostate cancer. At present, the global AR PROTAC track is still in the clinical blue ocean stage. HP518 relies on its unique AR protein degradation mechanism, and the combination of drugs has the differentiated advantages of synergistic effect and overcoming clinical resistance. It has good safety and patient compliance, and has broad commercialization prospects. Based on comprehensive research and judgment on the clinical benefit groups, commercialization potential and industry competition landscape, the company currently plans to suspend the use of HP518 as a single drug and optimize and adjust the research and development focus to the direction of combination drugs with greater clinical value and market space. The company has been approved to conduct a Phase Ib/II clinical trial of HP518 combined with anti-tumor drugs for the treatment of advanced prostate cancer. Due to factors such as the launch of a new clinical trial of the combination, a long participant selection cycle, and the optimization and coordination of R&D resources, the overall research and development progress of HP518 has been delayed compared with the original plan. The company plans to extend the use period of the funds raised for this sub-project to December 31, 2027.
(3) Reasons for suspending the investment sub-project HP537
As the research and development of the biopharmaceutical industry continues to advance, the layout of clinical research and development of similar drugs continues to enrich, and the competition pattern of segmented tracks, clinical development cycles and commercialization environment have changed significantly compared with the beginning of the project. The company continues to track industry progress, repeatedly calculates the project's clinical advancement pace, indication market space and long-term commercialization returns, and combines the overall pipeline resource planning with a comprehensive and prudent assessment: the overall research and development cycle of the HP537 project is relatively long, and the indication application scenarios are relatively limited. As it continues to invest in raising funds to promote subsequent development, the return period of capital investment and the certainty of income have declined.
In order to further optimize the allocation of raised funds, improve the efficiency of fund use, concentrate resources on the company's core advantage pipeline research and development, effectively manage and control R&D investment risks, and better protect the rights and interests of all shareholders, the company has made a prudent decision and plans to adjust the internal sub-project investment structure of this raised investment project and no longer invest the raised funds in the HP537 sub-project.
In summary, the company's decision to suspend the follow-up fundraising investment of the HP537 sub-project, optimize the HP518 development strategy and postpone its implementation, and add the HP570 sub-project is a comprehensive and prudent decision by the company based on clinical data, competition landscape, industry research and development trends, and the efficiency of the funds raised. This adjustment and optimization of the allocation of R&D resources, focusing on pipelines with differentiation and high commercialization potential, will help improve the efficiency of the use of raised funds, better safeguard the interests of the company and investors, and is in line with the company's long-term R&D strategic plan.
5. Feasibility analysis of the adjustment and extension of sub-projects of some of the investment projects this time
The company has gathered the advantages of international cutting-edge technology and global vision, focusing on the fields of tumors, metabolic diseases and autoimmune diseases/chronic inflammation to explore unmet clinical needs. We have independently built targeted protein degradation (TPD) technology platforms (including PROTAC technology, molecular glue degradation technology, etc.), deuteration technology and translational medicine technology platforms. These technology platforms cover all technical aspects of innovative drug development and industrialization, forming leading R&D advantages and strong technical reserves from early drug research and development to late-stage commercialization. The company has now achieved product commercialization and is systematically promoting commercialization capability building. It continues to accumulate large-scale promotion experience through market verification and gradually builds a complete commercialization system covering market access, channel expansion, terminal coverage and brand building, laying a solid foundation for the market transformation of subsequent pipeline products. The company will continue to make overall assessments based on its capital reserves, rationally plan the current R&D pipeline, and rationally allocate existing resources.
6. The impact of this adjustment on some sub-projects of fundraising projects on the company
Based on the current changes in the market environment and R&D strategic planning, the company has implemented optimization and adjustments to some sub-projects in the "Innovative Drug R&D Project" after careful evaluation. This adjustment aims to improve the overall R&D efficiency and fund use efficiency, and further strengthen the R&D pipeline layout through refined resource allocation, which is in line with the company's long-term development strategy and the interests of all shareholders. According to the "Accounting Standards for Business Enterprises" and the company's current accounting policies, relevant research and development expenses have been included in the profits and losses of the corresponding accounting period in the current period. This adjustment will not have a significant impact on the current operating performance.
7. Relevant review and decision-making procedures
The company held the 14th meeting of the Audit Committee of the second board of directors on August 21, 2026 and the 18th meeting of the second board of directors on August 25, 2026, respectively, and reviewed and approved the "Proposal on Adjustment of Sub-projects of Partially Raised Investment Projects in the Initial Public Offering of Stocks". The Audit Committee of the Company's Board of Directors and the Board of Directors issued clear opinions of agreement. The above proposals still need to be submitted to the company's shareholders' meeting for review.
8. Opinions of the Board of Directors
After deliberation, the company's board of directors believes that the company's adjustments to some sub-projects of the raised investment projects this time are prudent and made in combination with the implementation progress of the sub-projects of the company's initial public offering of shares, changes in the industry's R&D environment, pipeline strategy optimization and the efficiency of the use of raised funds, and are in line with the company's strategic planning and development layout. This matter has fulfilled the corresponding review and decision-making procedures and complied with the requirements of laws, regulations and normative documents such as the "Supervisory Rules for Fund Raising by Listed Companies", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules", "Shanghai Stock Exchange Science and Technology Innovation Board Self-Regulatory Guidelines No. 1 - Standardized Operations" and other laws, regulations and normative documents. There is no disguised change in the use of raised funds or damage to the interests of shareholders. In summary, the company’s board of directors agreed to the adjustments to the sub-projects of some of the company’s fundraising projects.
9. Sponsor’s verification opinions
After verification, the sponsor believes that the company's adjustments to some sub-projects of the fundraising project this time have been reviewed and approved by the audit committee and the board of directors of the company's board of directors, and still need to be submitted to the company's shareholders' meeting for review. They comply with relevant laws and regulations and have fulfilled necessary legal procedures. This matter complies with the provisions of laws and regulations such as the "Regulations on the Supervision of Funds Raised by Listed Companies" and the "Articles of Association of Haichuang Pharmaceutical Co., Ltd." and the "Management System of Funds Raised by Haichuang Pharmaceutical Co., Ltd." and other relevant regulations.
The sponsor has no objection to the adjustments made to the sub-projects of some of the company’s fundraising projects this time.
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(This page has no text, but is the signature and seal page of "CITIC Securities Co., Ltd.’s Verification Opinions on Adjustments to the Sub-Projects of the Initial Public Offering of Stocks of Haichuang Pharmaceutical Co., Ltd.")
Sponsor representative:
Hong Libin Wang Tianqi
CITIC Securities Co., Ltd.
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