广东信达律师事务所 股东大会法律意见书 中国 深圳 福田区 益田路 6001 号 太平金融大厦 11、12 楼 邮政编码：518038 11F/12F., TAIPING FINANCE TOWER, NO.6001 YITIAN ROAD, SHENZHEN, CHINA 电话（Tel.）：（0755）88265288 传真（Fax.）：（0755）88265537 网站（Website）：https://www.sundiallawfirm.com 致：广东丸美生物技术股份有限公司 广东信达律师事务所 关于广东丸美生物技术股份有限公司 2025 年第二次临时股东大会的 法律意见书 广东信达律师事务所（以下简称"信达"）接受广东丸美生物技术股份有限 公司（下称"贵公司"）的委托，指派律师参加了贵公司 2025 年第二次临时股 东大会（下称"本次股东大会"），并进行了必要的验证工作。现根据《中华人 民共和国公司法》（下称"《公司法》"）、《上市公司股东会规则》（下称"《股 东会规则》"）以及贵公司《公司章程》的规定，按照律师行业公认的业务标准、 道德规范和勤勉尽责精神，对本次股东大会的召集和召开程序、召集人和 ...

丸美股份公告称，公司此前收到广东证监局行政监管措施决定书，要求就财务核算不规范、募集资金管 理等问题整改。公司进行全面梳理和自查，于11月28日召开会议审议通过整改报告。针对财务核算不规 范，公司进行会计差错更正，完善多项制度，加强培训和审计监督；针对募集资金问题，组织学习规 定，强化流程要点掌握与复核。整改已完成，公司对责任人严肃处理，将持续规范执行，提升治理水 平。 ...

Group 1 - The cosmetics sector increased by 0.29% on November 28, with Jiaheng Jiahua leading the gains [1] - The Shanghai Composite Index closed at 3888.6, up 0.34%, while the Shenzhen Component Index closed at 12984.08, up 0.85% [1] - Jiaheng Jiahua's stock price rose by 6.45% to 40.28, with a trading volume of 67,100 shares and a transaction value of 266 million yuan [1] Group 2 - The cosmetics sector experienced a net outflow of 61.04 million yuan from institutional investors, while retail investors saw a net inflow of 76.64 million yuan [2] - Among individual stocks, Marubi Biological had a net outflow of 9.46 million yuan from institutional investors, while Shanghai Jahwa saw a net inflow of 5.63 million yuan [3] - The overall trading activity in the cosmetics sector indicates a mixed sentiment, with some stocks experiencing significant outflows while others attracted retail interest [2][3]

Core Viewpoint - The company plans to launch an H-share listing to enhance its capital strength and overseas financing capabilities, aiming to improve overall competitiveness and accelerate international business strategy [1] Financial Performance - For the first three quarters of 2025, the company reported revenue of 2.45 billion (+25.5%) and a net profit attributable to shareholders of 244 million (+2.13%), with a non-recurring net profit of 214 million (-5.4%) [1] - In Q3 2025, revenue reached 690 million (+14.3%), net profit attributable to shareholders was 69 million (+11.6%), and non-recurring net profit was 48 million (-20%) [1] - The company corrected its H1 financial data, adjusting revenue down by 4.55 million, increasing management expenses by 10.27 million, and reducing net profit attributable to shareholders by 11.33 million [1] Profitability Metrics - Q3 2025 gross margin was 75.72% (+1.2 percentage points), with a sales expense ratio of 60.52% (+1.6 percentage points), management expense ratio of 5.89% (+1.8 percentage points), and R&D expense ratio of 3.32% (+0.2 percentage points) [1] - The net profit margin attributable to shareholders in Q3 2025 was 10.13% (-0.2 percentage points), and the non-recurring net profit margin was 7% (-3 percentage points) [1] Investment Outlook - The company is currently in a growth phase with increased expenses impacting short-term profitability, and it is essential to track the effectiveness of expanding its customer base [2] - Future focus should be on new customer conversion and the pace of profit recovery [2] - Projected net profits attributable to shareholders for 2025 and 2026 are 370 million and 460 million, respectively, corresponding to PE ratios of 36x and 29x [3]

Core Viewpoint - The cosmetics sector experienced a 1.6% increase on November 27, with Keshare leading the gains, while the overall market showed mixed results with the Shanghai Composite Index rising by 0.29% and the Shenzhen Component Index declining by 0.25% [1] Group 1: Market Performance - The Shanghai Composite Index closed at 3875.26, up 0.29% [1] - The Shenzhen Component Index closed at 12875.19, down 0.25% [1] - The cosmetics sector's individual stock performance is detailed in a table, highlighting significant gainers such as Keshare with a 9.12% increase [1] Group 2: Individual Stock Performance - Keshare (300856) closed at 16.15 with a 9.12% increase and a trading volume of 310,700 shares, amounting to a transaction value of 489 million yuan [1] - Marubi Biological (603983) closed at 35.19, up 4.89%, with a trading volume of 87,200 shares and a transaction value of 304 million yuan [1] - Other notable performers include Water Sheep (300740) with a 2.72% increase and a transaction value of 580 million yuan [1] Group 3: Capital Flow Analysis - The cosmetics sector saw a net outflow of 25.34 million yuan from institutional investors and 82.57 million yuan from retail investors, while individual investors contributed a net inflow of 108 million yuan [2] - A detailed table shows the capital flow for individual stocks, indicating that LaFang (603630) had a net inflow of 5.96 million yuan from institutional investors [3] - Other stocks like Shanghai Jahwa (600315) and Huaye Fragrance (300886) also experienced varying degrees of net inflow and outflow from different investor categories [3]

Core Viewpoint - Marubi Biotechnology's stock has shown fluctuations in recent trading sessions, with a year-to-date increase of 8.63% and a recent decline over the past 60 days of 15.88% [1][2]. Company Overview - Marubi Biotechnology Co., Ltd. was established on April 2, 2002, and went public on July 25, 2019. The company is located in Guangzhou and specializes in the research, design, production, sales, and service of various skincare products [1]. - The revenue composition of Marubi includes skincare products (39.05%), beauty and other products (29.37%), eye care products (23.81%), cleansing products (7.67%), and other businesses (0.10%) [1]. Financial Performance - For the period from January to September 2025, Marubi achieved a revenue of 2.45 billion yuan, representing a year-on-year growth of 25.51%. The net profit attributable to the parent company was 244 million yuan, with a growth of 2.13% [2]. - Since its A-share listing, Marubi has distributed a total of 1.08 billion yuan in dividends, with 710 million yuan distributed over the past three years [3]. Shareholder Information - As of September 30, 2025, the number of shareholders for Marubi was 18,900, an increase of 8.86% from the previous period. The average number of circulating shares per person was 21,205, a decrease of 8.14% [2]. - Among the top ten circulating shareholders, several funds from the Fortune series hold significant stakes, with the largest being Fortune Consumption Theme Mixed A, holding 3.69 million shares [3].

Core Viewpoint - The company, Marubi Biotechnology Co., Ltd., is planning a secondary listing in Hong Kong to enhance its capital strength and overseas financing capabilities, despite facing cash flow pressures and regulatory scrutiny [1][2][9]. Financial Performance - Marubi reported total revenue of 686 million yuan for Q3 2025, a year-on-year increase of 14.28%, and total revenue of 2.45 billion yuan for the first three quarters, up 25.51% year-on-year [1]. - The net profit attributable to shareholders for Q3 was 69.48 million yuan, a year-on-year increase of 11.59%, while the first three quarters saw a net profit of 240 million yuan, up 2.13% year-on-year [1][4]. - However, the company's non-recurring net profit fell by nearly 20% in Q3 and 5.42% in the first three quarters, indicating a potential decline in the contribution of core business to profits [4][5]. Cost Structure - Sales expenses for the first three quarters reached 1.41 billion yuan, a 32% increase year-on-year, accounting for 57.6% of total revenue [5]. - The company's gross margin remained high at around 75%, which is above the industry average for domestic beauty brands [4]. Cash Flow and Investments - The net increase in cash and cash equivalents turned negative, dropping from 270 million yuan in the previous year to -390 million yuan this year, with total cash funds decreasing from 2.03 billion yuan to 1.59 billion yuan [9]. - Fixed asset investments nearly doubled, rising from 4.76 billion yuan to 9.97 billion yuan, indicating significant property acquisitions that have impacted cash flow [9]. Dividend Policy - Despite cash flow pressures, Marubi announced a dividend of 100 million yuan, with a per-share payout of 0.25 yuan, primarily benefiting the founding couple who hold over 80% of the shares [10][11]. - The high dividend payout raises questions about the company's financial strategy, especially in light of its upcoming secondary listing [10][11]. Regulatory Issues - The company received a warning from the China Securities Regulatory Commission for irregular financial accounting, including issues with revenue recognition and improper management of raised funds [16]. - These regulatory concerns may affect investor perception and valuation during the upcoming listing [17].

Market Overview - The cosmetics sector experienced a decline of 1.1% on November 26, with Kesheng Co. leading the drop [1] - The Shanghai Composite Index closed at 3864.18, down 0.15%, while the Shenzhen Component Index closed at 12907.83, up 1.02% [1] Individual Stock Performance - Notable gainers included: - Shuiyang Co. (300740) with a closing price of 19.85, up 2.58% [1] - Fulejia (301371) also rose by 2.58% to 27.88 [1] - Major decliners included: - Kesheng Co. (300856) fell by 4.88% to 14.80 [2] - Marubi Bio (603983) decreased by 2.95% to 33.55 [2] - Jiahen Home (300955) dropped by 2.85% to 37.84 [2] Trading Volume and Capital Flow - The cosmetics sector saw a net inflow of 7.95 million yuan from institutional investors, while retail investors contributed a net inflow of 7.35 million yuan [2] - However, there was a net outflow of 15.30 million yuan from speculative funds [2] Detailed Capital Flow Analysis - Key stocks with significant capital flow: - Jiahen Home (300955) had a net inflow of 18.65 million yuan from institutional investors, but a net outflow of 19.54 million yuan from retail investors [3] - Fulejia (301371) saw a net inflow of 12.12 million yuan from speculative funds, despite a net outflow from retail investors [3] - Other stocks like Qingdao King (002094) and Shanghai Jahwa (600315) also experienced mixed capital flows, indicating varied investor sentiment [3]

广东丸美生物技术股份有限公司 2025 年第二次临时股东大会会议资料 广东丸美生物技术股份有限公司 2025 年第二次临时股东大会 会议资料 2025 年 11 月 28 日 1 广东丸美生物技术股份有限公司 2025 年第二次临时股东大会会议资料 广东丸美生物技术股份有限公司 2025 年第二次临时股东大会会议须知 各位股东及股东代表： 为维护投资者的合法权益，确保广东丸美生物技术股份有限公司（以下简称"公 司"）2025 年第二次临时股东大会的顺利召开，依据中国证券监督管理委员会《上 市公司股东会规则》等有关规定，制定会议须知如下： 一、公司根据《公司法》《证券法》《上市公司股东会规则》和《公司章程》的规 定，认真做好召开股东大会的各项工作。 二、公司董事会办公室具体负责会议有关程序方面的事宜。 三、为保证股东大会的严肃性和正常秩序，切实维护与会股东（包含股东代表， 下同）的合法权益，除出席会议的股东、公司董事、监事、高级管理人员、公司聘 请的律师及董事会邀请的人员外，公司有权依法拒绝其他人员进入会场。 四、出席会议的股东须在会议召开前 15 分钟到达会议现场向董事会办公室办理 签到手续，并请按规定出示股 ...

Core Viewpoint - Marubi Biotechnology's stock has shown fluctuations in recent trading, with a current price of 33.64 CNY per share and a market capitalization of 13.49 billion CNY, reflecting a year-to-date increase of 6.76% [1] Financial Performance - For the period from January to September 2025, Marubi Biotechnology achieved a revenue of 2.45 billion CNY, representing a year-on-year growth of 25.51%, while the net profit attributable to shareholders was 244 million CNY, up 2.13% year-on-year [2] - Cumulative cash dividends since the company's A-share listing amount to 1.08 billion CNY, with 710 million CNY distributed over the past three years [3] Stock Market Activity - As of November 25, 2023, Marubi's stock price increased by 2.25% during the trading session, with a trading volume of approximately 79.75 million CNY and a turnover rate of 0.60% [1] - The stock has appeared on the "Dragon and Tiger List" once this year, with the most recent occurrence on August 25, 2023, where it recorded a net buy of -779.08 million CNY [1] Shareholder Information - As of September 30, 2025, the number of shareholders increased by 8.86% to 18,900, with an average of 21,205 circulating shares per shareholder, a decrease of 8.14% [2] - Among the top ten circulating shareholders, several funds maintained their holdings, while Hong Kong Central Clearing Limited exited the list [3]