2025 年第五次临时股东会会议资料 二〇二五年十月 浙江五洲新春集团股份有限公司 1 | | | 会议主持人： 公司董事长张峰先生 会议主要议程： 浙江五洲新春集团股份有限公司 2025 年第五次临时股东会会议议程 会议召集人： 公司董事会 现场会议时间：2025 年 10 月 13 日（星期一）下午 13 时 30 分 现场会议地点：浙江省绍兴市新昌县七星街道泰坦大道 199 号公司会议室 | | | 三、宣读大会议案内容： 议案一：关于公司前次募集资金使用情况专项报告的议案 四、推选监票人和计票人 五、股东及股东代表对议案进行投票表决 六、工作人员统计表决结果 七、投资者交流 八、监票人宣布表决结果 九、大会主持人宣读股东会决议 十、律师发表见证意见 一、会议签到，发放会议资料 二、大会主持人宣布股东到会情况，宣布会议开始 十一、大会主持人宣布股东会闭幕 3 浙江五洲新春集团股份有限公司 2025 年第五次临时股东会会议注意事项 为维护投资者的合法权益，确保股东会的正常秩序和议事效率，根据《公司 法》、《公司章程》、《股东会议事规则》的有关规定，制订如下参会注意事项： 1、为保证股东会的严肃性和正常秩序 ...

Core Insights - The report from CICC indicates that the 2025 National Day and Mid-Autumn Festival holiday will span 8 days, coupled with more flexible leave arrangements, which is expected to stimulate a more active consumption window [1] - The Ministry of Culture and Tourism has announced that over 480 million yuan in consumption subsidies will be distributed during the consumption month, which is anticipated to further enhance residents' willingness to spend and boost holiday consumption [1] Group 1: Consumer Trends - The extended holiday peak is expected to improve travel sentiment year-on-year [1] - The report emphasizes a long-term focus on self-consumption, recommending sectors such as trendy toys and e-cigarettes, with specific companies like Pop Mart, Blokus, and Smoore International highlighted [1] Group 2: Domestic Brands and Policy Impact - The report suggests a trend towards the rise of domestic brands, recommending beauty and personal care sectors, including companies like Mao Geping, Juzhibio, Shanghai Jahwa, and Shanghai Jahwa [1] - Attention is drawn to sectors benefiting from policy catalysts, particularly retail, supported by domestic demand policies and seasonal boosts [1]

Group 1 - The first domestic cultural tourism animation IP "Adventure in Nalati" was launched on September 22, 2025, utilizing a combination of CG technology and real-life shooting, bringing new vitality and perspective to the cultural tourism sector [1][10][11] - The Nalati scenic area has introduced over 100 IP-themed cultural and creative products, including figurines, plush toys, clothing, and accessories, allowing visitors to take home memories of Nalati [1][11] - The scenic area has partnered with major platforms like Baidu, Sina Weibo, and Douyin to launch a travel photography activity, attracting numerous KOLs with millions of followers, resulting in over ten million interactions [1][11] Group 2 - The Shenbai High-Speed Railway officially commenced operations on September 28, 2025, significantly reducing travel times to Long White Mountain Station, with the shortest travel times from Beijing Chaoyang Station and Shenyang North Station being 4 hours 33 minutes and 1 hour 53 minutes respectively [2][12] - This railway line is a crucial part of China's Northeast high-speed rail network, facilitating regional economic circulation and promoting tourism resource development along the route [2][12] Group 3 - The Ministry of Culture and Tourism predicts that over 12,000 cultural activities will be held nationwide during the National Day and Mid-Autumn Festival holidays, including more than 300 large-scale light shows and over 500 intangible cultural heritage exhibitions [3][13] - The holiday period is expected to extend from 12 to 16 days due to various holiday combinations, enhancing travel opportunities [3][13] Group 4 - There is a notable increase in long-distance outdoor consumption demand, with spending on domestic long-distance products rising over 20% year-on-year and bookings for domestic charter tours increasing by over 115% [5][16] - Hotel and scenic area package bookings have also seen a growth of over 20% year-on-year, indicating a trend towards integrated travel experiences [5][16] - The popularity of immersive consumption scenarios is on the rise, with cultural, historical, leisure, and entertainment activities driving new consumer demands [7][17] Group 5 - The report highlights a significant increase in outbound travel bookings, with a year-on-year growth of over 30% due to visa-free policies, and a nearly twofold increase in bookings for travel to Russia following the mutual visa exemption [7][17] - The top ten popular outbound travel destinations during the holiday period include Japan, Thailand, Hong Kong, Macau, Singapore, South Korea, Malaysia, the United States, Vietnam, and Indonesia [7][17]

Investment Rating - The industry investment rating is "Positive" (维持) [7] Core Viewpoints - The humanoid robot sector is on the verge of mass production, with both domestic and international demand expected to resonate positively, creating investment opportunities in component manufacturing [10] - Major companies like Tesla are set to begin mass production, with ambitious targets to produce 100,000 units per month within five years, indicating a significant increase in investment and production capacity [10] - Domestic companies are also ramping up their technological capabilities, with several securing large orders, suggesting a robust growth trajectory for the humanoid robot market [10] Summary by Sections Investment Suggestions and Targets - The report suggests that leading companies in humanoid robots will drive the industry into mass production next year, benefiting component manufacturers with strong manufacturing and management capabilities. Recommended stocks include: - Top Group (拓普集团, 601689, Buy) - Sanhua Intelligent Control (三花智控, 002050, Buy) - Wuzhou New Spring (五洲新春, 603667, Buy) - Hengli Hydraulic (恒立液压, 601100, Not Rated) - Zhenyu Technology (震裕科技, 300953, Buy) [4] Industry Overview - The report highlights the increasing production capabilities of leading companies in the humanoid robot sector, with significant orders being placed, indicating a strong market outlook. For instance, Tesla plans to start production in early 2026, aiming for a monthly output of 100,000 units within five years [11] - Domestic companies like UBTECH and ZhiYuan are also making strides, with substantial orders and expectations for significant shipment volumes in the coming years [10][11]

Core Insights - The global beauty industry is projected to exceed $677 billion by 2025, indicating strong growth, while the Chinese cosmetics market is undergoing significant structural changes, moving away from reliance on single blockbuster products or marketing gimmicks to a focus on genuine brand strength [1][2]. Market Performance - The Chinese cosmetics retail market is expected to maintain moderate growth in the first half of 2025, with retail sales reaching 2.291 billion yuan, a year-on-year increase of 2.9%, although this is below the overall retail growth rate of 5.0% [2][4]. - International beauty giants are facing pressure in the Chinese market, with L'Oréal leading with sales of 186.19 billion yuan, a 3% increase year-on-year, while Estée Lauder reported a 10.88% decline in net sales, marking its lowest sales in five years [4][6]. Domestic Brand Performance - Domestic brands are showing resilience, with the retail scale of the Chinese cosmetics market reaching 1.0738 trillion yuan in 2024, and domestic brands capturing 55.2% of the market share [6][8]. - The top ten domestic beauty companies reported a total revenue growth of 11.72% in the first half of 2025, with Proya, Shiseido, and Shanghai Jahwa leading the rankings [7][8]. Consumer Trends - The beauty market is witnessing a shift towards rational consumption, with consumers increasingly sensitive to price and favoring cost-effective products. The sales of beauty and skincare products reached 235.23 billion yuan in the first half of 2025, a 10.1% increase year-on-year [12][13]. - The anti-aging market is experiencing significant growth, with total sales reaching 65.49 billion yuan, a 30.3% increase year-on-year, and the demand for anti-aging products is expanding to younger demographics [13][14]. Brand Strategies - Brands are increasingly adopting multi-brand strategies to address diverse consumer needs, moving from a single product focus to a more comprehensive brand matrix [14][19]. - Investment in research and development is on the rise among leading domestic brands, with a focus on building technological barriers and enhancing product efficacy [15][16]. Marketing and Distribution - Douyin (TikTok) has solidified its position as a growth engine for the beauty industry, with daily views of beauty videos exceeding 2.5 billion, reflecting a shift towards more refined and systematic marketing strategies [17][18]. - The competition is evolving from a focus on single-channel strategies to an integrated approach that balances online and offline resources, emphasizing the importance of brand experience and customer loyalty [18][19].

Investment Rating - The report does not explicitly provide an investment rating for the beauty industry Core Insights - The beauty industry is experiencing a significant transformation driven by consumer preferences for high-quality, effective products and the integration of technology in skincare and cosmetics [4][6][10] Industry Trends - The high-end fragrance segment is witnessing robust growth, with the Chinese perfume market projected to reach 24.9 billion yuan by 2025 and exceed 33.9 billion yuan by 2028, reflecting a compound annual growth rate of 8% [4] - Domestic beauty brands are focusing on scientific innovation, market segmentation, and globalization to enhance competitiveness [6][7] - The integration of medical aesthetics and beauty is becoming a trend, with a projected annual growth rate of 10%-15% for the medical aesthetics market from 2024 to 2027 [10] - The beauty market is seeing a shift towards multi-brand strategies, with companies like Proya and Shiseido leading the way [6][11] Market Environment - Douyin e-commerce is revitalizing the perception of "Chinese good ingredients," enhancing consumer trust in domestic skincare products through educational campaigns [4] - The domestic beauty market grew by 3.1% in the first half of 2025, with significant performance disparities among companies [6] - The trend of "reverse export" to South Korea is emerging, as domestic brands seek to penetrate the Korean market through differentiated product offerings [6] Top Brand Dynamics - Proya leads the domestic beauty market with a revenue of 5.36 billion yuan, followed closely by other major players [11] - The report highlights the rise of makeup artist brands, with Unilever investing in Hung Vanngo Beauty, indicating a growing interest in professional makeup lines [13] - L'Oréal is accelerating its presence in the fragrance market with the launch of high-end perfumes, reflecting a strategic shift towards premium products [14] - The beauty industry is witnessing a surge in e-commerce, with platforms like JD.com reporting double-digit growth in beauty sales [18]

Core Points - The company held its fifth board meeting on September 25, 2025, with all seven directors present, chaired by Chairman Zhang Feng [1] - Three resolutions were passed during the meeting, including a special report on the use of previously raised funds, the temporary use of idle raised funds to supplement working capital, and a proposal to convene the fifth extraordinary shareholders' meeting in 2025 [1] Summary by Categories Meeting Details - The board meeting was conducted in a hybrid format, combining in-person and communication methods, complying with relevant regulations [1] Resolutions Passed - Resolution 1: A special report on the use of previously raised funds was approved with unanimous support (7 votes in favor, 0 against, 0 abstentions) and will be submitted for shareholder approval [1] - Resolution 2: The proposal to temporarily use idle raised funds to supplement working capital also received unanimous approval (7 votes in favor, 0 against, 0 abstentions), with verification from the company's sponsor, CITIC Securities [1] - Resolution 3: The proposal to convene the fifth extraordinary shareholders' meeting in 2025 was approved unanimously (7 votes in favor, 0 against, 0 abstentions) [1]

Core Viewpoint - Wuzhou Xinchun (603667.SH) aims to improve the efficiency of raised funds by temporarily using part of the idle raised funds to supplement working capital, thereby reducing short-term bank loans and lowering financial costs [1] Fund Utilization - The company plans to use no more than RMB 60 million of idle raised funds to temporarily supplement working capital [1] - The usage period will not exceed 12 months from the date of approval by the company's fifth board of directors' seventh meeting [1] - Upon expiration, the funds will be returned to the special account for raised funds [1]

中信证券股份有限公司 关于浙江五洲新春集团股份有限公司 使用闲置募集资金暂时补充流动资金的核查意见 中信证券股份有限公司（以下简称"中信证券"或"保荐人"）作为浙江五 洲新春集团股份有限公司（以下简称"五洲新春"、"公司"或"发行人"）2022 年度非公开发行 A 股股票的保荐人，根据《中华人民共和国公司法》《中华人 民共和国证券法》《证券发行上市保荐业务管理办法》《上海证券交易所股票上 市规则》《上市公司募集资金监管规则》《上海证券交易所上市公司自律监管指 引第 1 号——规范运作》等相关规定，对公司使用闲置募集资金暂时补充流动资 金的事项进行了审慎核查，并出具核查意见如下： 一、募集资金基本情况 （一）募集资金到账及存储情况 中国证券监督管理委员会《关于核准浙江五洲新春集团股份有限公司非公开 发行 A 股股票的批复》（证监许可〔2022〕2136 号）核准公司非公开发行不超 过 90,368,678 股。公司本次实际非公开发行 A 股股票 40,298,507 股，每股发行 价为人民币 13.40 元，募集资金总额为人民币 539,999,993.80 元，减除发行费用 （不含增值税）人民币 8,776, ...

证券代码：603667 证券简称：五洲新春 公告编号：2025-080 浙江五洲新春集团股份有限公司 关于前次募集资金使用情况的专项报告 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、准确性和完整性承担法律责任。 浙江五洲新春集团股份有限公司（以下简称"公司"或"本公司"）根据中 国证券监督管理委员会《监管规则适用指引——发行类第 7 号》的规定，将本公 司截至 2025 年 6 月 30 日的前次募集资金使用情况报告如下。 一、前次募集资金的募集及存放情况 （一）前次募集资金的数额、资金到账时间 1、2020 年公开发行人民币可转换债券的数额、资金到账时间 根据中国证券监督管理委员会证监许可〔2019〕2568 号文核准，并经上海 证券交易所同意，本公司由主承销商兴业证券股份有限公司（以下简称兴业证券） 采用向公司原股东优先配售，原股东优先配售后余额部分（含原股东放弃优先配 售部分）通过向社会公众投资者发行，发行认购金额不足部分由主承销商包销方 式，公开发行可转换债券 3,300,000 张，每张面值为人民币 100 元，按面值发行， 共计募集资金 3 ...