鲁商福瑞达医药股份有限公司 2024 年年度股东大会会议资料 目 录 议案一 2024 年度董事会工作报告 各位股东及股东代表： 2024 年，公司董事会严格遵守《公司法》《证券法》等法律法规， 切实履行股东大会赋予的董事会职责，勤勉尽职地开展各项工作，促 进公司持续、健康、稳定的发展。现将《2024 年度董事会工作报告》 提交本次股东大会，请各位股东及股东代表予以审议。 一、董事会会议情况及决议内容 2024 年度，公司董事会共召开会议 9 次，具体情况如下： （一）2024 年 2 月 5 日，公司第十一届董事会 2024 年第一次临 时会议以通讯方式召开，会议全票通过《关于授权副总经理代行总经 理职责的议案》。 （二）2024 年 2 月 27 日，公司第十一届董事会 2024 年第二次临 时会议以通讯方式召开，会议通过《关于控股子公司鲁商生活服务股 份有限公司转让山东省汇邦达装饰工程有限公司 100%股权暨关联交 易的议案》。 2025 年 6 月 25 日 | 议案一 | 2024 年度董事会工作报告 | 3 | | --- | --- | --- | | 议案二 | 2024 年度监事会工作报告 ...

证券代码：600223 证券简称：福瑞达 编号：临 2025-016 鲁商福瑞达医药股份有限公司 第十二届董事会 2025 年第二次临时会议决议公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性依法承担法律责任。 鲁商福瑞达医药股份有限公司第十二届董事会2025年第二次临时会议于 2025年5月30日发出通知，并于2025年6月4日以通讯方式召开。本次董事会由董 事长贾庆文先生召集，应参会董事5名，实际参加表决的董事5名，同时监事会成 员审阅了本次会议的议案，符合《公司法》和公司章程规定。 经参会董事审议表决，全票通过以下议案并形成如下决议： 一、通过《关于公司高级管理人员变动的议案》，因工作变动，张红阳先生 不再担任鲁商福瑞达医药股份有限公司副总经理、董事会秘书职务，由副总经理 窦茜茜女士代行董事会秘书职责。由副总经理（代行总经理职责）高春明先生提 名，经董事会提名委员会审核通过，聘任徐传彬先生为公司副总经理，任期与公 司第十二届董事会一致。具体内容详见《鲁商福瑞达医药股份有限公司关于高级 管理人员变动的公告》（临2025-017）。 ...

Core Viewpoint - The Chinese cosmetics industry is undergoing a high-quality transformation driven by "ingredients," with a focus on the active ingredient "10-Hydroxy-2-Decenoic Acid" (commonly known as Royal Jelly Acid) emerging as a significant innovation following Hyaluronic Acid [2][3]. Group 1: Research and Development Progress - On May 21-23, 2025, Furuida Bio Co., Ltd. publicly disclosed important research advancements regarding Royal Jelly Acid, showcasing a comprehensive approach from "synthesis process to efficacy research to application" [4][6]. - Royal Jelly Acid, a unique unsaturated fatty acid found in royal jelly, is considered a core indicator of royal jelly quality, with a content of only 1.4-2.4% [4][6]. - Furuida Bio has achieved breakthroughs in synthesizing Royal Jelly Acid through collaboration with Qilu University of Technology, resulting in high-yield production methods [6][10]. Group 2: Application and Market Potential - The successful development of Royal Jelly Acid not only breaks technical barriers but also enhances brand recognition, positioning it as a new key ingredient in China's raw material library [2][4]. - Furuida Bio's research has led to the discovery of Royal Jelly Acid's skin barrier protection and anti-aging effects, with the ingredient officially registered as a new cosmetic raw material in July 2024 [6][10]. - The upcoming launch of the "Jingyan Jinzhi" product line, featuring Royal Jelly Acid, is set for June 2025, indicating the ingredient's entry into the cosmetics market [22][24]. Group 3: Industry Implications - The transition from Hyaluronic Acid to Royal Jelly Acid reflects a collective awakening among domestic brands regarding ingredient development and value return [27][32]. - The competition for key active ingredients in the global cosmetics market has evolved into a "technology chip war," where mastery of core raw materials and innovative applications determines market leadership [28][29]. - The successful industrialization of Royal Jelly Acid represents a significant shift in the Chinese cosmetics industry's approach to ingredient science, emphasizing the importance of independent research and development [31][32].

Core Viewpoint - The cosmetics retail sales in China for January to April 2025 showed a year-on-year increase of 4%, underperforming the overall retail market by 0.7 percentage points, but this represents an improvement compared to 2024. The industry is characterized by four key trends: innovation in personal care products, breakthroughs in ingredient technology, rising emotional consumption, and the continuation of affordable consumption [1][3]. Investment Recommendations - The company recommends increasing holdings in the personal care sector, highlighting quality companies that benefit from product innovation and opportunities in Douyin channels, with key recommendations including Ruoyuchen (003010), Dengkang Oral (001328), and Runben Co. [2] - In the beauty sector, structural opportunities are identified, with key recommendations for companies like Jinbo Biological, Juzi Biological, and Marubi Co. that are positioned to benefit from the collagen restructuring trend. Additionally, brands like Maogeping, Shumei Co., Proya (603605), and Shanghai Jahwa (600315) are expected to gain from the overall increase in domestic market share [2]. - Companies expected to bottom out and potentially see a turning point include Lafang Household (603630), Shuiyang Co. (300740), Betaini (300957), Furuida (600223), Huaxi Biological, Fulejia (301371), Meilitiantian Medical Health, and Qingsong Co. (300132) [2]. Industry Overview - Demand remains stable, with the rise of domestic brands in the beauty and personal care sectors accelerating. The cosmetics retail sales for January to April 2025 increased by 4% year-on-year, which is a 0.7 percentage point underperformance compared to the overall retail market, but shows improvement from 2024. The overall demand is stable, with leading domestic brands performing well and the rise of new domestic brands spreading from beauty to personal care categories [3][4]. Trends - The industry is witnessing several trends: 1) Personal care transformation with new products in traditional categories, supported by content e-commerce creating a favorable environment for new product launches [4]. 2) Ingredient innovation, particularly in collagen restructuring, with various types and structural innovations expanding application scenarios [4]. 3) Emotional consumption, where cultural, stylistic, and experiential demands are driving the growth of domestic trends in cosmetics and fragrances [4]. 4) Affordable consumption, where the trend for cost-effectiveness continues under supply-demand resonance, benefiting strong supply chains and well-operated brands [4]. Key Companies - Looking ahead to 2025, the market risk appetite is expected to recover significantly. The beauty sector is characterized by substantial changes and a clear trend of rising domestic brands, indicating strong growth potential and leadership in new consumption [5]. The differentiation among brands is increasing, emphasizing the selection of high-growth targets driven by product innovation and attention to marginal improvements [5].

Group 1 - The cosmetics sector is experiencing a rise, with Betaini (300957) increasing by over 10% [1] - Other companies such as Babi Co., Water Sheep Co. (300740), Fulejia (301371), Lafang Jiahua (603630), and Furida (600223) are also seeing gains [1]

Core Viewpoint - The beauty industry is currently experiencing a "ingredient dispute" focusing on two key ingredients: hyaluronic acid and recombinant collagen, which has expanded to discussions on business strategies of leading beauty companies, the ecological environment of the industry, and the public sentiment in the capital market [2][3] Summary by Sections Hyaluronic Acid - Hyaluronic acid, known scientifically as hyaluronic acid (HA), is a crucial component of human tissue, comprising about 50% of the total amount in the skin, and is recognized for its powerful moisturizing, soothing, repairing, and anti-aging properties [5][6] - Historically, hyaluronic acid was monopolized by foreign companies in the 1980s, making it expensive and inaccessible to the Chinese market. Furuida Biotech broke this monopoly by developing a microbial fermentation method, reducing the cost of hyaluronic acid by 90% [6][8] - Furuida has established a complete industrial chain centered around hyaluronic acid, covering raw materials, pharmaceuticals, cosmetics, functional foods, and medical devices, and has created several well-known beauty brands [8][10] Recombinant Collagen - The recombinant collagen market in China has grown from 1.5 billion yuan in 2017 to 10.8 billion yuan in 2021, with a projected compound annual growth rate of 42.4% until 2027 [11] - Recombinant collagen is seen as a next-generation regenerative medicine material, offering advantages such as no viral risk and high biocompatibility, and is expected to complement hyaluronic acid in skincare [13][14] Furuida's Strategic Moves - Furuida has recognized the complementary relationship between hyaluronic acid and recombinant collagen, launching its first medical beauty brand, Kemi, in December 2023, and investing in a production line for recombinant collagen [14][16] - The company has achieved significant milestones in recombinant collagen research, including obtaining medical-grade material qualifications and developing various types of collagen with multiple patents [16][18] Market Performance - Furuida's cosmetics sales revenue reached 2.475 billion yuan in 2024, with a gross margin of 62.57%, indicating a stable performance in its main business segment [17][18] - The dual focus on hyaluronic acid and collagen has led to rapid growth for its brands, with the Yilian brand achieving 963 million yuan in revenue in 2024, a year-on-year increase of 12.36% [20] Future Outlook - Both hyaluronic acid and recombinant collagen have significant growth potential, with recent research highlighting the extracellular matrix (ECM) as a new frontier in anti-aging studies [20][21] - Furuida's innovative approach, including the development of a breakthrough ingredient that accurately restores ECM protein composition, is redefining the application boundaries of collagen [21][22] - The success of hyaluronic acid represents a model for the Chinese beauty industry, showcasing the potential for multiple "hyaluronic acid effects" to drive industry growth and global competitiveness [22]

Core Viewpoint - Furuida has established itself as a leader in the hyaluronic acid industry in China, breaking foreign monopolies and achieving significant success across various sectors including pharmaceuticals, cosmetics, and food, with over 70% of global hyaluronic acid raw materials sourced from China [1][2][3]. Group 1: Hyaluronic Acid Industry - Furuida pioneered the industrial-scale production of hyaluronic acid through microbial fermentation, reducing costs by 90% compared to traditional animal extraction methods [2]. - The company has developed a complete industrial chain around hyaluronic acid, including raw materials, pharmaceuticals, cosmetics, functional foods, and medical devices, supported by multiple national and provincial research platforms [3][4]. - Furuida's innovative products, such as various patented hyaluronic acid formulations, have made it a dominant player in the cosmetics and medical aesthetics sectors, with a notable market presence in China [4]. Group 2: Collagen and Future Growth - Furuida is expanding into the recombinant collagen market, launching its first medical aesthetics brand, Kemi, and investing significantly in production capabilities [5][6]. - The company emphasizes the complementary relationship between hyaluronic acid and collagen, positioning the combination as a solution for long-lasting anti-aging needs [6][7]. - Furuida has rapidly advanced its recombinant collagen technology, achieving medical-grade certifications and developing multiple collagen products, with ongoing research into high-value medical devices [7][8]. Group 3: Innovation and Market Position - Furuida's growth story exemplifies how technological innovation can reshape industry dynamics, transitioning from a focus on hyaluronic acid to establishing a foothold in the recombinant collagen sector [8]. - The company aims to leverage its technological advancements and ecosystem approach to navigate the global health and beauty market, setting a precedent for other Chinese enterprises [8].

Investment Rating - The investment rating for the company is "Buy" and is maintained [8] Core Views - The company reported a revenue of 876 million yuan in Q1 2025, a year-on-year decline of 1.63%. The net profit attributable to the parent company was 51 million yuan, down 14.1% year-on-year, while the net profit after deducting non-recurring items was 47 million yuan, a decrease of 9.67% year-on-year [2][6] Revenue Breakdown - In the cosmetics segment, the company experienced a slight revenue decline of 3.3% year-on-year, with a gross margin decrease of 1.1 percentage points. The "Yilian" brand showed strong growth of 24.5%, while "Aier Doctor" saw a decline of 19.7%. The sales of the "Yilian" brand's spray line increased by 69% year-on-year, and the second-tier product "Pengrun Water Emulsion" saw a 65% increase in sales. The pharmaceutical business revenue slightly decreased by 0.9%, with gross margins remaining stable. The raw materials business revenue grew by 2.4%, with gross margins improving by 9.8 percentage points [12][12] Profitability Analysis - The decline in net profit attributable to the parent company was primarily due to increased management and R&D expenses. The net profit margin decreased by 0.8 percentage points, despite a slight overall improvement in gross margin by 0.5 percentage points. The sales, management, and R&D expense ratios changed by -0.77, +0.59, and +1.08 percentage points year-on-year, respectively [12][12] Future Outlook - The company is expected to focus on its main brands in the cosmetics business, with "Yilian" showing good momentum and "Aier Doctor" undergoing adjustments. The company anticipates better growth as the product matrix improves and channel structures optimize. The pharmaceutical business is expected to accelerate channel expansion, and the raw materials segment is seeing significant gross margin optimization. The projected EPS for 2025-2027 is 0.27, 0.31, and 0.35 yuan per share, respectively [12][12]

Group 1 - The recombinant protein concept sector rose by 2.52%, ranking second among concept sectors, with 30 stocks increasing in value [1][2] - Notable gainers included Sangon Biotech, which hit the daily limit with a 20% increase, and other significant performers such as Sai Sheng Pharmaceutical, Jie Ya Co., and Jinbo Bio, which rose by 16.37%, 9.31%, and 9.17% respectively [1][2] - The sector experienced a net inflow of 221 million yuan from main funds, with 23 stocks receiving net inflows, and 8 stocks exceeding 10 million yuan in net inflow [2][3] Group 2 - Leading the net inflow was Xilong Scientific, which saw a net inflow of 242 million yuan, followed by Rejuve Pharmaceutical and Zexin Pharmaceutical with net inflows of 37.78 million yuan and 32.48 million yuan respectively [2][3] - The top three stocks by net inflow ratio were Xilong Scientific at 20.85%, Zexin Pharmaceutical at 8.53%, and Chengdu Xian Dao at 7.96% [3][4] - Stocks with notable declines included Furuida, Zhongyuan Xiehe, and Wanmei Biological, which fell by 2.25%, 1.92%, and 1.80% respectively [1][5]

Market Overview - The Shanghai Composite Index fell by 0.40% on May 16, with 15 industries experiencing gains, led by the automotive and machinery sectors, which rose by 1.91% and 0.83% respectively [1] - The beauty and personal care sector had the largest decline, dropping by 1.31%, followed by the non-bank financial sector, which fell by 1.21% [1] Capital Flow Analysis - The net inflow of capital in the two markets was 307 million yuan, with 14 industries seeing net inflows. The automotive sector led with a net inflow of 4.616 billion yuan, while the basic chemical industry had a net inflow of 1.981 billion yuan and a daily increase of 0.60% [1] - Conversely, 17 industries experienced net outflows, with the non-bank financial sector seeing the largest outflow of 1.925 billion yuan, followed by the transportation sector with a net outflow of 1.250 billion yuan [1] Beauty and Personal Care Sector - The beauty and personal care sector saw a decline of 1.31% with a net outflow of 294 million yuan. Out of 31 stocks in this sector, 11 rose while 20 fell [2] - The stocks with the highest net inflow included Qingdao Kingking with 50.67 million yuan, followed by Zhongshun Jierou and Yiyi Co., with net inflows of 20.55 million yuan and 9.64 million yuan respectively [2] - Notable stocks with significant net outflows included Furuida with 151 million yuan, Aimeike with 49.19 million yuan, and Qingsong Co. with 38.32 million yuan [2] Individual Stock Performance - The top stocks in the beauty and personal care sector based on capital flow include: - Furuida: -3.82% with a net outflow of 150.98 million yuan [3] - Aimeike: -2.06% with a net outflow of 49.19 million yuan [3] - Qingsong Co.: -7.34% with a net outflow of 38.32 million yuan [3] - Other notable performers include: - Qingdao Kingking: +1.89% with a net inflow of 50.67 million yuan [3] - Zhongshun Jierou: +0.87% with a net inflow of 20.55 million yuan [3]